Item 1.01. Entry into a Material Definitive Agreement.
Convertible Notes
On
At any time following the one-year anniversary of the issuance date of the
Interest accrues at a rate of 9% per annum on the Notes, and is payable
quarterly either in cash, shares of Common Stock, or a combination thereof at
the Company's option, subject to certain equity conditions, on the 15th of
April, July, October, and January of each year during the initial five (5) year
term of the Notes (each an "Interest Payment Date") commencing with the first
Interest Payment Date following effective date of registration of the underlying
shares. In the event the maturity date of the
The Notes provide for events of default that include (i) failure to pay principal or interest when due, (ii) any breach of any of the representations, warranties, covenants or agreements made by the Company in the Purchase Agreement, (iii) events of liquidation or bankruptcy, and (iii) a change in control. In the event of default, the interest rate increases to 12% per annum and the outstanding principal balance of the Notes plus all accrued interest due may be declared immediately payable by the holders of a majority of the outstanding principal balance of the Notes.
The Company also entered into a registration rights agreement (the "Convertible
Notes Registration Rights Agreement") with the Holders pursuant to which the
Company will register the shares of Common Stock underlying the Notes. The
Company has committed to file the registration statement by
The Notes were offered and sold solely to accredited investors on a private placement basis under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
The foregoing summaries of the Purchase Agreement, the
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Private Placement of Common Stock
On
The Company also entered into registration rights agreements (the "Common Stock
Registration Rights Agreement") with the investors pursuant to which the Company
will register the Shares. The Company has committed to file the registration
statement by
The Shares were offered and sold to accredited investors on a private placement basis under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
The foregoing summaries of the Common Stock Purchase Agreement and the Common Stock Registration Rights Agreement are qualified in their entirety by reference to the full text of the agreements, which are attached as part of Exhibits 10.6 through 10.7 hereto and are incorporated herein by reference.
The aggregate proceeds from the sale of Notes and Shares of
Item 3.02. Unregistered Sales of
The disclosures included in Item 1.01 are incorporated herein by reference to the extent required.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description 10.1 Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filedJune 3, 2022 ) 10.2 Form of Registration Rights Agreement (Convertible Notes) 10.3 Form of Convertible Note datedJanuary 11, 2023 10.4 Form of Convertible Note datedJanuary 13, 2023 10.5 List ofAccredited Investors (Convertible Notes) 10.6 Common Stock Purchase Agreement datedJanuary 13, 2023 10.7 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of Form 8-K filedDecember 6, 2022 ) 10.8 List ofAccredited Investors (Common Stock Purchase) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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