Item 1.01. Entry into a Material Definitive Agreement.
On
The Note matures 24 months after issuance, bears interest at a rate of 7.5% per
annum and is convertible into the Company's common shares (the "Conversion
Shares"), at the Investor's election, at an initial conversion price equal to
the lesser of (i)
The Warrant is exercisable at an initial exercise price of
Pursuant to the terms of the Purchase Agreement, the Company will reserve for issuance 200% of the maximum aggregate number of common shares as are issuable upon repayment or conversion in full of the Note and exercise in full of the Warrant at any time.
In addition to the forgoing, if at any time prior to the twelve-month anniversary of the closing of the Second Tranche, or if there is no closing of the Second Tranche, the Closing Date, the Company proposes to enter into any debt financing, the Company shall first offer the Investor the opportunity to provide 100% of such financing. The Company agreed not to enter into any Prohibited Transactions (as defined in the Purchase Agreement) without the Investor's prior written consent, until the later of (a) thirty (30) days after such time as the Note has been repaid in full, as applicable, and/or have been converted into common shares of the Company's and (b) the date on which the Investor ceases to hold any common shares of the Company or have the right to acquire any common shares of the Company pursuant to the Note. Additionally, the Purchase Agreement contains customary representations, warranties and covenants of the Company, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company and its subsidiaries, without the prior written consent of the Note holders, to incur certain amounts of additional indebtedness, repay outstanding indebtedness, create or permit liens on assets, or conduct certain debt or equity financings.
Pursuant to each of the Note and the Warrant, the Investor cannot effect the conversion of the Note or exercise of the Warrant, to the extent such exercise or conversion would cause the Investor (together with any of Investor's affiliates) to become, directly or indirectly, a "beneficial owner" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder) of a number of common shares or other securities of a class that is registered under the Exchange Act which exceeds 4.99% (the "Maximum Percentage"), which such . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release announcing the transaction with the Investor is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Securities Purchase Agreement by and between the Company and LDA Capital Limited, datedApril 17, 2023 10.2 Senior Convertible Promissory Note issued by the Company to LDA Capital Limited onApril 17, 2023 . 10.3 Common Share Purchase Warrant issued by the Company toLDA Capital Limited onApril 17, 2023 99.1 Press Release datedApril 21, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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