Item 1.01 Entry into a Material Definitive Agreement.
On
The Note is convertible into shares (the "Conversion Shares") of the Company's
common stock, par value
The unpaid principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however, that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu or junior to the obligations under the Note, which are secured by all of the Company's right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the "UCC") and equipment (as defined in the UCC), and (ii) all of the Company's intellectual property as specified in the Note, subject to certain exclusions as described in the Note.
The foregoing description of the Agreement and the Note is qualified in its entirety by reference to the full text of such Agreement and Note, a copy of which is attached hereto as exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
Item 3.02 Unregistered Sales of
Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference. The issuance of the Note was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
10.1 Form of Note Purchase Agreement 10.2 Form of the 25% Senior Secured Convertible Promissory Note 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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