Item 1.01 Entry into a Material Definitive Agreement.
On
The Note has a term of twelve months and matures on the earlier of (i)
The Note is convertible at any time after one hundred eighty (180) days, at the holder's option, into shares of our common stock at a 30% discount to the lowest daily VWAP during the 10-day period immediately preceding conversion. The conversion price is also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective price per share lower than the conversion price then in effect.
Each Warrant is exercisable beginning 180 days after the date of issuance and
expiring on the second anniversary of the date of issuance at an initial
exercise price of
Boot has contractually agreed to restrict its ability to exercise the Warrants and convert the Note such that the number of shares of the Company common stock held by Boot and its affiliates after such conversion or exercise does not exceed 4.99% of the Company's then issued and outstanding shares of common stock.
This summary of the agreement with Boot does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, Note, and Warrant that attached to this Information Statement on Form 8-K and incorporated herein by reference.
Item 9.01 Exhibits. Exhibit No. Description 10.1 Boot Capital Securities Purchase Agreement datedOctober 4, 2021 10.2 Boot Capital Convertible Promissory note datedOctober 4, 2021 10.3 Boot Capital Warrant datedOctober 4, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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