Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Purchase Agreement, Mast Hill purchased the Note, such principal
and the interest thereon convertible into shares of the Company's common stock
at the option of Mast Hill. The Company intends to use a majority of the net
proceeds (
The maturity date of the Note is
The conversion price for the Note shall be equal to the Conversion Price
(subject to equitable adjustments for stock splits, stock dividends or rights
offerings by the Company relating to the Company's securities or the securities
of any subsidiary of the Company, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events). The
"Conversion Price" shall equal
The foregoing descriptions of the Purchase Agreement, the Note, the First Warrant and the Second warrant do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement by a Registrant
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
Item 9.01 Exhibits
(d) Exhibits
Exhibit Number Description of Exhibit
10.1 Securities Purchase Agreement withMast Hill Fund, L.P 10.2 12% Promissory Note ofMast Hill Fund, L.P 10.3 Warrant Agreement for 100,000,000 shares withMast Hill Fund L.P. 10.4 Warrant Agreement for 100,000,000 shares withMast Hill Fund L.P. 2
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