Item 1.01 Entry into a Material Definitive Agreement.
On
The Company has the right, in its sole discretion, subject to the conditions and
limitations in the Purchase Agreement, to direct GHS, by delivery of a purchase
notice from time to time (a "Purchase Notice") to purchase (each, a "Purchase")
over the 14-month term of the Purchase Agreement, a minimum of
The Purchase Agreement prohibits the Company from directing GHS to purchase any shares of common stock if those shares, when aggregated with all other shares of the Company's common stock then beneficially owned by GHS and its affiliates, would result in GHS and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of the Company's common stock.
There are no trading volume requirements or restrictions under the Purchase Agreement. The Company will control the timing and amount of any sales of its common stock to GHS. The Company may not deliver more than one Purchase Notice to GHS every five business days, except as the parties may otherwise agree. The Company may at any time in its sole discretion terminate the Purchase Agreement.
If an event of default (as defined under the Purchase Agreement) (all of which are outside the control of GHS) occurs and is continuing, the Company may not deliver to GHS any Purchase Notice.
The Company will pay a fee of 2% of the gross proceeds the Company receives from
sales of common stock under the Purchase Agreement, to
The shares were offered, and will be issued, pursuant to the Prospectus
Supplement, dated
GHS was also the purchaser under securities purchase agreements with the Company
dated
The foregoing descriptions of the Purchase Agreement and Placement Agent Agreement are qualified in their entirety by reference to Exhibit 10.1 and Exhibit 10.2, respectively, attached hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No Exhibit 5.1 Opinion ofSichenzia Ross Ference LLP 10.1 Purchase Agreement 10.2 Placement Agent Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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