Item 1.01. Entry Into a Material Definitive Agreement.
On
The Convertible Notes accrue interest at 7.75% per annum, compounded
semi-annually and such interest may be paid at the option of the Company either
in cash or common stock. Upon the Company's sale and issuance of equity or
equity-linked securities pursuant to which the Company receives aggregate gross
proceeds of at least
The Convertible Notes are strictly subordinated to the (i) senior secured
indebtedness incurred or owed by the Company pursuant to that certain Loan and
Security Agreement, dated as of
Subject to the subordination provisions described above and more fully described
in the Convertible Notes, the Convertible Notes are secured by a junior security
interest in all of the Company's right, title, and interest in and to all of the
Company's assets. The Convertible Notes mature on
The Warrants will expire after 5 years from the date of issuance and may not be exercised on a cashless basis. The Warrants provide that a holder of Warrants will not have the right to exercise any portion of its Warrants, if such holder, together with its affiliates, and any other party whose holdings would be aggregated with those of the holder for purposes of Section 13(d) or Section 16 of the Exchange Act would beneficially own in excess of 4.99%, of the number of shares of the Company's Common Stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"); provided, however, that each holder may increase or decrease the Beneficial Ownership Limitation by giving notice to the Company, with any such increase not taking effect until the sixty-first day after such notice is delivered to the Company but not to any percentage in excess of 9.99%; provided that any holder of the Warrants that beneficially owns in excess of 19.99% of the number of shares of the Common Stock outstanding on the issuance date of the Warrants shall not be subject to the Beneficial Ownership Limitation.
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The Company intends to use the proceeds from the issuance of the Convertible Notes and the Warrants for working capital purposes and the repayment of current indebtedness.
The Convertible Notes and the Warrants were issued by the Company in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and have not been registered under the Securities Act.
The foregoing descriptions of the Purchase Agreement, Convertible Notes and the Warrants thereby are not complete and are subject to, and qualified in their entirety by reference to, the full text of the Purchase Agreement, the form of Convertible Note and the form of Warrant, the forms of which are included as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by this reference.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
Exhibit No. Description 10.1 Note and Warrant Purchase Agreement, dated as ofMarch 6, 2023 , by and between the Company and the Purchasers party thereto. 10.2 Form of Convertible Note, dated as ofMarch 6, 2023 . 10.3 Form of Common Stock Purchase Warrant, dated as ofMarch 6, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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