Item 1.01 Entry into a Material Definitive Agreement.
On
The purchase price for one Share in the Registered Direct Offering was
The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.
The foregoing description of the material terms of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Securities Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Commission.
The legal opinion, including the related consent, of
In connection with the Registered Direct Offering, the Company entered into a
Placement Agency Agreement with A.G.P./
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties, such as statements related to the amount of proceeds
expected from the Registered Direct Offering. The risks and uncertainties
involved include the Company's financial position, market conditions and other
risks detailed from time to time in the Company's periodic reports and other
filings with the Commission. You are cautioned not to place undue reliance on
forward-looking statements, which are based on the Company's current
expectations and assumptions and speak only as of the date of this Current
Report on Form 8-K. The Company does not intend to revise or update any
forward-looking statement in this Current Report on Form 8-K as a result of new
information, future events or otherwise, except as required by
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 5.1 Opinion ofOlshan Frome Wolosky LLP . 10.1 Form of Securities Purchase Agreement datedJune 18, 2020 . 23.1 Consent ofOlshan Frome Wolosky LLP (included in Exhibit 5.1). 99.1 Press Release issued byIMAC Holdings, Inc. , datedJune 18, 2020 .
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