Item 1.01 Entry Into A Material Agreement.
On
The Lock-Up Agreement further provides, in exchange for the agreement to lock up
the Shares, that
The foregoing is a brief description of the Lock-Up Agreement and the Warrants, and is qualified in its entirety by reference to the full text of the Lock-Up Agreement and the Warrants, which are included as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
relating to the issuance of the Warrants to
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
relating to the issuance of the Warrants to
Item 8.01 Other Events.
As previously disclosed, the Company is currently in default on certain senior
secured debt obligations (the "Notes") with two lenders (the "Lenders"). The
Notes, which matured on
The Company continues to work towards an agreement with the Lenders which may include, among other things, a further extension of the maturity date under the Notes, forbearance on certain Lender rights, revised repayment terms, or a combination thereof. The Company cannot give any assurance that the Lenders, or either of them, will not elect to pursue all of the additional rights available to them under the Notes or otherwise, including but not limited to foreclosure thereunder, and the Lenders reserve any and all rights thereunder.
Furthermore, the Company is currently negotiating with a potential funding source to provide capital to apply, in part, towards the repayment of the Notes as well as some operating capital. The Company can give no assurance any such financing event will be successfully consummated or if it is consummated, on terms and conditions beneficial to the Company. Failure to so enter into a financing event could prevent the Company from successfully negotiating with the Lenders on a resolution of the events of default under the Notes.
Forward Looking Statements:
This Current Report on Form 8-K contains "forward-looking statements." Statements in this Form 8-K which are not purely historical (including, but not limited to statements that contain words such as "will," "believes," "plans," "anticipates," "expects," "intends," "would," "could" and "estimates") are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, sales projections, potential customers, any products sold or cash flow from operations.
Actual results could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among others,
difficulties associated with obtaining financing on acceptable terms and
successfully negotiating repayment terms with the Lenders. These forward-looking
statements are made as of the date of this Form 8-K, and the Company assumes no
obligation to update the forward-looking statements, or to update the reasons
why actual results could differ from those projected in the forward-looking
statements, except as required by law. Although the Company believes that the
beliefs, plans, expectations and intentions contained in this Form 8-K are
reasonable, there can be no assurance that such beliefs, plans, expectations or
intentions will prove to be accurate. Investors should consult all of the
information set forth herein and should also refer to the risk factors
disclosure outlined in the Company's most recent annual report for its last
fiscal year, its quarterly reports, and other periodic reports filed from
time-to-time with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Lock-Up Agreement 10.2 Warrant Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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