Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
Additionally, the sale of the Convertible Notes is being made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "). See "Convertible Notes" below.
The above description of the SPA does not purport to be complete and is qualified in its entirety by the full text of such SPA, which is incorporated herein and attached hereto as Exhibit 10.1.
Convertible Notes
Pursuant to the terms of the SPA, at the First Closing (the " Issuance Date "),
the Company sold to Buyer a Convertible Note. The principal amount of the
Convertible Note is
Subject to the terms of the Convertible Note, six months after the Issuance Date, the Holder is entitled to convert at the Conversion Price (as defined below) any portion of the outstanding and unpaid Principal and accrued Interest (the " Conversion Amount ") into fully paid and nonassessable shares of Common Stock. The number of shares of Common Stock issuable upon conversion of any Conversion Amount is determined by dividing (x) such Conversion Amount by (y) the Conversion Price. The " Conversion Price " is 65% of the lowest daily VWAP price (as reported by Bloomberg, LP) for the ten (10) consecutive trading days immediately preceding the date of determination.
The Convertible Debenture contains customary representations, warranties and agreements typical in convertible notes. The Offering was exempt from registration under Section 4(a)(2) of the Securities Act. The above description of the Convertible Notes does not purport to be complete and is qualified in its entirety by the full text of the Convertible Notes, which is incorporated herein attached hereto as Exhibit 10.2.
Item 3.02 Unregistered Sales of
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Convertible Debenture was offered and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item 8.01 Other Events.
This report contains forward-looking statements. Forward-looking statements
include, but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other statements related
to our future activities, or future events or conditions. These statements are
based on current expectations, estimates and projections about our business
based, in part, on assumptions made by management. These statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including those risks
discussed in our Annual Report on Form 10-K and in other documents that we file
from time to time with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement datedOctober 10, 2022 , between the Company and the Buyers identified therein 10.2 Convertible Debenture
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