Item 1.01 Entry into a Material Definitive Agreement.
On
As previously reported, each holder of Series A Preferred Stock is not entitled
to any voting rights except as may be required by applicable law, is subject to
certain beneficial ownership limitations, and holders of shares of Series A
Preferred are entitled to receive dividends at an annual rate of twelve percent
(12%). The foregoing description of the Series A Preferred is not complete and
is qualified by reference to the full text of the Certificate of Designation of
Series A Convertible Preferred Stock, which is incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K filed
In connection with the foregoing, the Company relied upon the exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.
A copy of the form of the Exchange Agreements is attached hereto as exhibits to this Current Report. The foregoing description of the material terms of the Exchange Agreements are qualified in their entirety by reference by such exhibit.
Item 3.02 Unregistered Sales of
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit NO. Description 10.1 Form of Exchange Agreements 2
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