Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreements
On
The Warrants are immediately exercisable and expire on the five-year anniversary
of the date of issuance, which is
The Purchase Agreements contain the customary representations, warranties,
indemnification rights and obligations of the parties in agreements of this
type, including that the Company will make reasonable efforts to file a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), to register the Shares and the Warrant Shares within a
reasonable time following the closing. The transactions represented by the
Purchase Agreements closed on
The issuance of the Shares and Warrants was made in a private placement transaction, pursuant to the exemption provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated under that section and pursuant to exemptions under state securities laws, as a sale to "accredited investors" as defined in Rule 501(a) of the Securities Act.
The foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Purchase Agreements attached hereto as Exhibit 10.1.
Two of the Purchasers, Mr.
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 3.02 in its entirety.
Pursuant to the Purchase Agreements, the Company issued an aggregate of
2,733,334 shares of the Company's common stock to the Purchasers on
Item 8.01 Other Events. Press Release
On
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 8.01 (including Exhibit 99.1) is furnished pursuant to Item 8.01 and shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
Portions of this Current Report on Form 8-K may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 that are subject to risks and uncertainties. Although the Company
believes any such statements are based on reasonable assumptions, there is no
assurance that the actual outcomes will not be materially different due to a
number of factors. Any such statements are made in reliance on the "safe harbor"
protections provided under the Private Securities Litigation Reform Act of 1995.
Additional information about significant risks that may impact the Company is
contained in the Company's filings with the
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Form of Securities Purchase Agreement datedApril 11, 2023 , between the Company and the Purchasers 10.2 Form of Warrant datedApril 11, 2023 , between the Company and the Purchasers 99.1 Press Release datedApril 13, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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