Item 3.02 Unregistered Sale of
December 29, 2021
On
The terms of the SPA, Notes and Warrants, and related Security Agreement,
Guaranty Agreement and Registration Rights Agreement were previously disclosed
on Form 8-K filed on
The issuances of the Notes and the Warrants are exempt from registration under
Section 4(a)(2) and Rule 506(b) of Regulation D as promulgated by the
The foregoing description of the terms of the SPA, Notes, the Warrants, the
Security Agreement, the Guaranty Agreement, the Registration Rights Agreement
and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the form of Note, the form of Warrant,
the form of SPA, the form of Security Agreement, the form of Guaranty Agreement,
and the form of Registration Rights Agreement, a copy of which is filed or
incorporated by reference as Exhibits 10.1, 10.2, 10.3, respectively, to the
Form 8-K filed on
December 30, 2021
On
The terms of the SPA, Notes and Warrants, and related Security Agreement,
Guaranty Agreement and Registration Rights Agreement were previously disclosed
on Form 8-K filed on
Westpark served as placement agent for the
The issuances of the Notes and the Warrants was exempt from registration under Section 4(a)(2) and Rule 506(c) promulgated thereunder.
The foregoing description of the terms of the SPA, the Notes, the Warrants, the
Security Agreement, Guaranty Agreement and Registration Rights Agreement and the
transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the forms of SPA, Note, Warrant,
Security Agreement, Guaranty Agreement and Registration Rights Agreement, copies
which were filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6,
respectively, to the Form 8-K filed on
1
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Filed or Incorporated by Reference Furnished Exhibit # Exhibit Description Form Date Number Herewith 10.1 Securities Purchase Agreement 8-K 12/21/21 10.1 10.2 Form of Secured Convertible Promissory 8-K 12/21/21 10.2 Note 10.3 Form of Warrant 8-K 12/21/21 10.3 10.4 Securities Purchase Agreement 8-K 10/12/21 10.1 10.5 Form of Secured Convertible Promissory 8-K 10/12/21 10.2 Note 10.6 Form of Warrant 8-K 10/12/21 10.3 10.7 Form of Security Agreement 8-K 10/12/21 10.4 10.8 Form of Guaranty Agreement 8-K 10/12/21 10.5 10.9 Form of Registration Rights 8-K 10/12/21 10.6 Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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