ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The disclosures set forth in Item 2.03 are incorporated by into this Item 1.01 by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On
The Company and the Purchaser agreed to the following changes to the Purchase Agreement:
1.The "Termination Date" of each Warrant issued pursuant to the Purchase
Agreement at both Closings is hereby amended such that the Termination Date is 4
years from the Initial Exercise Date. As such, the Warrant issued on
2.Section 2(c)(ii), variable (B) of the First Closing Warrants is hereby amended and restated as follows: "(B) = 62.5% of the Market Price at the time of exercise." and variable (B) of the Second Closing Warrants is hereby amended and restated as follows: "(B) = 70% of the Market Price at the time of exercise."
3.The definition of "Market Price" in the Warrants is hereby amended and
restated as follows: "Market Price" means the lowest Trading Price (as defined
below) during the 20 Trading Days immediately prior to and ending on and
including the date the applicable Notice of Exercise less
4.The parties hereby agree that the Leak-Out Agreement, dated
5.Section 4.9 of the Purchase Agreement (Reservation of Common Stock) is hereby amended and restated as follows: "Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, the greater of (a) 30 million, subject to adjustment for reverse and forward stock splits and the like, and (b) 100% of the number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants assuming the then Market Price (as defined in the Warrants)."
6.Section 4.12(a) (Subsequent Equity Sales) is hereby deleted in its entirety.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The disclosures set forth in Item 2.03 are incorporated by into this Item 3.02 by reference. The issuance of the Notes and Warrants were made in reliance on exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, on the basis that the Registrant had a pre-existing relationship with the investor and there was no public offering.
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