Item 1.01. Entry into a Material Definitive Agreement.
On
The Warrants to be issued in the Private Placement will provide that a holder of Warrants will not have the right to exercise any portion of its Warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"); provided, however, that each holder may increase or decrease the Beneficial Ownership Limitation by giving notice to the Company; but not to any percentage in excess of 9.99%.
Subject to customary closing conditions, the Company expects the Private
Placement to close on or about
The Purchase Agreement is incorporated herein by reference, but only to provide
information regarding the terms of the Purchase Agreement and not to provide any
other factual information regarding the Company or its business, and it should
be read in conjunction with the disclosures in the Company's periodic reports
and other filings with the
The Company also entered into a letter agreement (the "Engagement Agreement")
with the Placement Agent, pursuant to which the Placement Agent agreed to serve
as the exclusive placement agent for the Company in connection with the Private
Placement. The Company agreed to pay the Placement Agent a cash fee equal to 7%
of the gross proceeds from the sale of the shares and accompanying Warrants in
the Private Placement. The Placement Agent will also receive warrants to
purchase up to 139,699 shares of Common Stock (the "Placement Agent Warrants")
on substantially the same terms as the Warrants except that the Placement Agent
Warrants have an exercise price equal to 125% of the price paid by Investors in
the Private Placement, or
On or prior to the closing of the Private Placement, the Company will also enter
into a registration rights agreement (the "Registration Rights Agreement") with
the Investors, pursuant to which, among other things, the Company will agree to
prepare and file with the
Item 3.02. Unregistered Sales of
Pursuant to the Private Placement described in Item 1.01 of this Current Report
on Form 8-K, which description is incorporated by reference into this Item 3.02
in its entirety, the Company will sell the securities to "accredited investors,"
as that term is defined in the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on the exemption from registration afforded by
Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated
under the Securities Act and corresponding provisions of state securities or
"blue sky" laws. The Investors represented that they are acquiring the
securities for investment only and not with a view towards, or for resale in
connection with, the public sale or distribution thereof. Accordingly, the
securities have not been registered under the Securities Act and such securities
may not be offered or sold in
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Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 8.01 Other Event.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit. Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant. 4.2 Form of Placement Agent Warrant. 10.1 Form of Securities Purchase Agreement. 10.2 Form of Registration Rights Agreement. 99.1 Press Release datedJanuary 24, 2023 . 104 Cover Page Interactive Data File.
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