Item 1.01 Entry into a Material Definitive Agreement.
On
The purchase price for each Pre-Funded Warrant is
Pursuant to the terms of the Purchase Agreement, the Company has agreed to
certain restrictions on future stock offerings, including that during the 45
trading day period following the closing, the Company will not issue (or enter
into any agreement to issue) any shares of Common Stock or Common Stock
equivalents, subject to certain limited exceptions. The Investor has a right
from the date of the Purchase Agreement until
The exercise price of the Prefunded Warrants and the number of Warrant Shares issuable upon the exercise thereof will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Prefunded Warrants. The Pre-Funded Warrants allow for cashless exercise at any time. The Pre-Funded Warrants contain a beneficial ownership limitation such that none of the Pre-Funded Warrants may be exercised, if, at the time of such exercise, the holder would become the beneficial owner of more than 9.99% of our outstanding shares of Common Stock following the exercise of such Pre-Funded Warrants.
A copy of the form of the Purchase Agreement and the form of Pre-Funded Warrant are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Purchase Agreement and the Pre-Funded Warrants are subject to, and qualified in their entirety by, such documents.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 4.1 Form of Pre-Funded Common Stock Purchase Warrant 5.1 Legal Opinion ofLoeb & Loeb LLP 10.1 Form of Securities Purchase Agreement between the Registrant and the Investor 99.1 Press Release datedJanuary 4, 2021 2
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