Item 1.01 Entry into a Material Definitive Agreement.
On
The SPA contains representations and warranties, covenants and conditions, customary for transactions of this type.
The foregoing description of the SPA does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the form of SPA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of
To the extent required by this Item 3.02, the disclosure set forth in Item 1.01
above is incorporated herein by reference. The issuance of the Shares in the
Offering will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance on an exemption from registration (a) under
Section 4(a)(2) of the Securities Act, (b) under Rule 504 or Rule 506 of
Regulation D under the Securities Act and/or (c) provided by Regulation S of the
Securities Act inasmuch as the Investor is not a "
Upon the issuance of the Shares to the Investor on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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