Item 1.01 Entry into a Material Definitive Agreement.
On
PacMed is the exclusive distributor for the Company's Aurix System product
within a territory that covers the states of
Pursuant to the Agreement, PacMed will invest
The closing of the sale of 500,000 shares of Common Stock and the issuance of
the First Warrant and Second Warrant is anticipated to occur on
Also, pursuant to the Agreement, the Company has agreed to issue up to 300,000
shares of Common Stock to PacMed subject to and upon it achieving certain
milestones set forth in the Agreement based upon sales of the Company's products
over defined 12-month periods of between
Further, pursuant to the Agreement, the Company has agreed to grant to PacMed
the right to participate in any future financing by the Company through
The exercise price of each of the First Warrant, the Second Warrant, and the Contingent Warrant (together, the "Warrants") is subject to adjustment for stock splits, stock dividends, recapitalizations, and similar transactions as provided for in the terms of the Warrants. PacMed has the right to assign or transfer the Warrants subject to the terms therein and in the Agreement. The holder may exercise the Warrants in whole or in part and on a cashless exercise basis.
The descriptions of the Agreement, the First Warrant, the Second Warrant, and the Contingent Warrant are qualified in their entirety by reference to the full text of the Agreement and the form of Warrants, each of which is filed as exhibits to this Current Report.
Upon and as a result of the Company issuing 500,000 shares to PacMed in its initial investment, the number of shares of Company's Common Stock outstanding will be 41,581,962
Cautionary Note on Forward-Looking Statements
This Current Report contains forward-looking statements that are subject to a
number of risks and uncertainties related to the Company, including the closing
of the Agreement, the potential attainment of performance goals, the potential
achievement of sales milestones, and the possibility of a future financing or
listing event. Actual results may differ materially from those set forth herein,
including due to risks and uncertainties detailed in the risk factors included
in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and in other filings with the
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, 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 the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description 4.1 Form of First Warrant 4.2 Form of Second Warrant 4.3 Form of Contingent Warrant 10.1 Common Stock and Warrant Purchase Agreement between the Registrant andPacific Medical, Inc. , datedAugust 24, 2022 99.1 Press Release datedAugust 30, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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