Item 1.01. Entry Into a Material Definitive Agreement.
On
The Company retained Dikais Lee as the placement agent pursuant to a Placement
Agent Agreement dated
The representations, warranties and covenants contained in the Subscription
Agreements and Placement Agent Agreement were made solely for the benefit of the
parties to the Subscription Agreements and Placement Agent Agreement and may be
subject to limitations agreed upon by the contracting parties. Accordingly, the
Subscription Agreements and Placement Agent Agreement are incorporated herein by
reference only to provide investors with information regarding the terms of the
Subscription Agreements and Placement Agent 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
The foregoing description of the Subscription Agreements and Placement Agent Agreement is qualified in its entirety by reference to the form of Subscription Agreement and Placement Agent Agreement, a copy of which are attached hereto as Exhibits 10.1 and 10.2 respectively and incorporated in this Item 1.01 by reference.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 hereof is hereby incorporated by
reference into this Item 3.02. The issuance of our common stock pursuant to the
Subscription Agreements will be exempt from registration pursuant to the
provisions of Section 4(a)(2) of the Securities Act of 1933 (the "Securities
Act"), as amended and Regulation S under the Securities Act for purposes of the
Private Placement of the shares of common stock as such shares have not been
offered or sold in
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Form of Subscription Agreement. 10.2 Placement Agent Agreement.
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