Item 1.01 Entry into a Material Definitive Agreement.
Private Placement of Common Stock and Non-Voting Preferred Stock
On
Under the terms of the Purchase Agreement, the Company has agreed to prepare and
file, within 30 days after the Closing, one or more registration statements with
the
The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction and not to provide investors with any other factual information regarding the Company. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
--------------------------------------------------------------------------------
On
Item 3.02 Unregistered Sales of
The disclosure regarding the securities to be sold and issued under the Purchase Agreement as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02.
The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof. Each of the Purchasers has represented that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 99.1 Press release, datedNovember 24, 2021 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source