Item 1.01 Entry into a Material Definitive Agreement.
On
The Credit Agreement provides that if a Qualified Financing (as defined in the
Credit Agreement) occurs, the outstanding principal amount of, and all accrued
and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion")
into shares of the Company's common stock, par value
The Credit Agreement contains customary affirmative and negative covenants and representations and warranties, including financial reporting obligations and certain limitations on indebtedness, liens, investments, distributions (including dividends), collateral, investments, mergers or acquisitions and fundamental corporate changes. The Credit Agreement also includes customary events of default, including payment defaults, breaches of provisions under the loan documents, certain losses or impairment of collateral and related security interests, the occurrence of certain events that could reasonably be expected to have a "material adverse effect" as set forth in the Credit Agreement, certain bankruptcy or insolvency events, and a material deviation from the Company's operating budget.
The foregoing description of the terms of the Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the Credit Agreement attached hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 of this current report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sale of
The disclosure set forth under Item 1.01 of this current report on Form 8-K is incorporated herein by reference. The Company claims (and will claim) an exemption from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof for the issuance of shares of Common Stock, if any, upon a Mandatory Conversion prior to the effectiveness of the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Secured Convertible Credit and Security Agreement, datedJanuary 10, 2023 . 99.1 Press Release, datedJanuary 10, 2023 . 104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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