Item 1.01 Entry into a Material Definitive Agreement.
On
As consideration for the services rendered by Wainwright, the Company agreed to, at each closing of each debt financing during the term of the Agreement, issue warrants (the "Wainwright Warrants") to purchase the number of shares equal to seven percent (7%) of the aggregate gross proceeds committed by an investor divided by the market price of the Company's common stock ("Common Stock") on the closing date of such investor's commitment. The Wainwright Warrants will have a term of five (5) years and an exercise price equal to the market price of Common Stock on the closing date of the applicable debt financing. In addition, the Company has agreed to reimburse Wainwright for its out-of-pocket expenses incurred in connection with its advisory services.
The Company agreed to indemnify Wainwright and its affiliates from and against all losses relating to Wainwright's engagement with the Company. The Agreement otherwise contains customary terms and representations. The foregoing description of the Agreement is qualified in its entirety by the terms of the full text of the Agreement, attached hereto as an Exhibit.
Forward- Looking Statements
Statements contained in this Current Report that are not statements of historical fact are intended to be and are hereby identified as "forward-looking statements" for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise this Current Report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
Exhibit No. Description 10.1 Wainwright Letter Agreement
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