Item 1.01 Entry into a Material Definitive Agreement.
On
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 hereof is incorporated by reference into this Item 3.02.
The securities mentioned above were issued, or will be issued, in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and Rule 506 of Regulation D promulgated under the Act. This transaction qualified for exemption from registration because among other things, the transaction did not involve a public offering, the investor was an accredited investor and/or qualified institutional buyer, the investor had access to information about our company and its investment, the investor took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
10.1 Conversion Agreement, dated
document)
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