Item 1.01 Entry into a Material Definitive Agreement.
On
The unsecured loan, which is in the form of a note dated
Item 8.01 Other Events.
On
In conjunction with the placement, we also entered into a registration rights
agreement with the investors, whereby we are obligated to file a registration
statement with the
The agreements also provide for the investors to receive additional shares of
our common stock in the event we close a subsequent offering of our common stock
at a purchase price lower than
The description of the private placement does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Form of the
Securities Purchase Agreement by and among us and the investors, dated
The issuance of the shares of common stock was exempt from registration pursuant
to the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D, inasmuch as it was not a public offering
since no general solicitation or advertising of any kind was used in connection
with the issuance and there was only a limited number of recipients or the
recipients were knowledgeable accredited investors who understand the investment
risks. Accordingly, the shares issued as part of the private placement have not
been registered under the Securities Act of 1933, as amended, and until so
registered, the securities may not be offered or sold in
2
This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
This report contains forward-looking statements. Forward-looking statements
include, but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other statements related
to our future activities or future events or conditions. These statements are
based on current expectations, estimates and projections about our business
based, in part, on assumptions made by our management. These statements are not
guarantees of future performances and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including those risks
discussed in our Annual Report on Form 10-K and in other documents that we file
from time to time with the
Item 9.01 Financial Statements and Exhibits.
10.1 Form of Securities Purchase Agreement, by and among Precision Optics
10.2 Form of Registration Rights Agreement, by and among Precision Optics
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