Item 1.01 Entry into a Material Definitive Agreement.
On January 14, 2022, we entered into a Securities Purchase Agreement (the
"Securities Purchase Agreement") with the Purchaser identified therein (the
"Purchaser") providing for the issuance and sale to the Purchaser of 707,484
shares of our common stock the "Common Shares"), a pre-funded warrant to
purchase up to 2,360,000 shares of our common stock (the "Pre-Funded Warrant")
and a warrant to purchase up to 3,067,484 shares of common stock (the "Common
Warrant" and together with the Common Shares and the Pre-Funded Warrant, the
"Securities") for gross proceeds to the Company of approximately $10.0 million.
Each of the Pre-Funded Warrant and the Common Warrant are exercisable
immediately and contain price adjustment provisions which may, under certain
circumstances, reduce the applicable exercise price; the Pre-Funded Warrant
shall terminate when fully exercised and the Common Warrant shall terminate on
the fifth anniversary of the effective date of the Registration Statement (as
defined below). We closed this transaction on January 20, 2022. In connection
with this transaction, the Company paid the placement agent, Maxim Group LLC, a
cash fee of $700,000 at closing.
Also on January 14, 2022, in connection with the Securities Purchase Agreement,
we entered into a Registration Rights Agreement (the "Registration Rights
Agreement") with the Purchaser. Under the Registration Rights Agreement, we are
required to file a registration statement (the "Registration Statement") within
20 calendar days after signing the Registration Rights Agreement. Our failure to
meet the filing deadlines and other requirements set forth in the Registration
Rights Agreement may subject us to monetary penalties.
The Securities sold pursuant to the Securities Purchase Agreement have not been
registered under the Securities Act of 1933 (the "Securities Act") and have been
issued under an exemption from the registration requirements of the Securities
Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D. The
securities may not be offered or sold in the United States in the absence of an
effective registration statement or exemption from applicable registration
requirements.
The foregoing descriptions of the Securities Purchase Agreement, the Pre-Funded
Warrant, the Common Warrant and the Registration Rights Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text
of each document. Copies of the Securities Purchase Agreement, the Form of
Pre-Funded Warrant, the Form of Common Warrant and the Registration Rights
Agreement are attached as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively, to
this Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 3.02 in its entirety. On January
20, 2022, we issued the Securities to the Purchaser. The Securities were offered
and sold pursuant to an exemption from the registration requirements under
Section 4(a) (2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder. The Common Shares, the Pre-Funded Warrant, the Common Warrant and
the shares to be issued upon exercise of each of the Pre-Funded Warrant and the
Common Warrant have not been registered under the Securities Act and may not be
offered or sold in the United States in the absence of an effective registration
statement or exemption from the registration requirements. This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state.
Item 7.01 Regulation FD Disclosure.
On January 14, 2022, we issued a press release announcing the entrance into the
Securities Purchase Agreement. A copy of the press release is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
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On January 20, 2022, we issued a press release announcing the closing of the
Securities Purchase Agreement. A copy of the press release is being furnished as
Exhibit 99.2 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, Exhibit 99.1
and Exhibit 99.2 attached hereto shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to liability under that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Securities Purchase Agreement,
dated January 14, 2022
10.2 Registration Rights Agreement,
dated January 14, 2022
10.3 Form of Pre-Funded Warrant
10.4 Form of Common Warrant
99.1 Press release dated January
14, 2022
99.2 Press release dated January
20, 2022
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document)
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