Item 1.01. Entry into a Material Definitive Agreement.
On
The closing of the offering is expected to take place on or about
In connection with the offering, the Company entered into a registration rights
agreement (the "Registration Rights Agreement"), pursuant to which, among other
things, the Company will prepare and file with the
The securities issued in the offering have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, until so registered, the securities may not be offered or sold absent registration or availability of an applicable exemption from registration.
The Company also agreed that, from the date of the Purchase Agreement until for 60 days after the effective date of the initial registration statement filed under the Registration Rights Agreement, the Company would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated under the Registration Rights Agreement. Further, until the one year anniversary of the effective date of the initial registration statement filed under the Registration Rights Agreement, the Company is prohibited from effecting or entering into an agreement to effect any issuance by the Company of Common Stock or Common Stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain limited exceptions set forth in the Purchase Agreement.
Additionally, our Chief Executive Officer has agreed with the Company to be subject to a lock-up from the date of the Purchase Agreement until 60 days after the effective date of the initial registration statement filed under the Registration Rights Agreement, subject to certain permitted limited transfers during the lock-up period.
The forms of the Purchase Agreement, the Registration Rights Agreement, Prefunded Warrant and the Common Warrant are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement, the Registration Rights Agreement, the Prefunded Warrant and the Common Warrant are subject to, and qualified in their entirety by, the full text of each such document, which is incorporated herein by reference. No statement in this document or the attached exhibits is an offer to purchase or a solicitation of an offer to sell the Company's securities, and no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
1 Item 3.02 Unregistered Sales ofEquity Securities
The information contained above in Item 1.01 related to the Shares, Warrants and Warrant Shares is hereby incorporated by reference into this Item 3.02. The Shares and Warrants are being sold and, upon exercise, the Warrant Shares will be issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Form of Common Warrant 4.2 Form of Prefunded Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 99.1 Press Release, datedNovember 3, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
© Edgar Online, source