Item 1.01. Entry into a Material Definitive Agreement.
The Note bears interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time (subject to the occurrence of an event of default) in an amount equal to 100% of the principal amount of each Note and any accrued and unpaid interest.
The Purchase Agreement also contains customary representations, warranties and agreements of the Company and the Investor and customary indemnification rights and obligations of the parties thereto. Each of the Investors has previously invested in securities of the Company or otherwise had pre-existing relationships with the Company; the Company did not engage in general solicitation or advertising with regard to the issuance and sale of the Securities. Each Investor represented that it is an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.
The Company also entered into that certain registration rights side letter (the
"Registration Rights Side Letter"), pursuant to which in the event the Company's
shares of Common Stock have not commenced trading on the NYSE American; the
Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select
Market; or the
The closing of the Private Placement took place on
Item 3.02 Unregistered Sales of
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K (this "Form 8-K") is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 8% Convertible Promissory Note datedJune 8, 2022 10.2 Common Stock Purchase Warrant datedJune 8, 2022 10.3 Registration Rights Side-Letter datedJune 8, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -2-
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