Item 1.01. Entry into a Material Definitive Agreement
Securities Purchase Agreement and Promissory Note
On
Pursuant to the Purchase Agreement, the Company issued to the Investor an aggregate 27,000,000 commitment shares of the Company's common stock (the "Commitment Shares") as a condition to closing.
In connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Investor, pursuant to which the Company is obligated to file a registration statement within 30 days of the date of the Registration Rights Agreement covering the sale of the Commitment Shares and the shares of the Company's common stock that may be issued to the Investor pursuant to the conversion of the Note.
The foregoing descriptions of the Purchase Agreement, the Note and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, the Note, and the Registration Rights Agreement, copies of the forms of which are filed as Exhibits 10.1, 4.1 and 10,2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the Shares was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the Shares by the Company; (d) the Shares were not broken down into smaller denominations; (e) the negotiations for the issuance of the Shares took place directly between the individual and the Company; and (f) the recipient of the Shares is an accredited Investors.
Item. 9.01. Financial Statements and Exhibits.
Exhibit No.: Description: 4.1* Form of Unsecured Promissory Note 10.1* Securities Purchase Agreement 10.2* Form of Registration Rights Agreement * filed herewith 2
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