Item 1.01 Entry Into Material Definitive Agreement.
On
The offer and sale of the Series A pursuant to the Purchase Agreement was not registered under the Securities Act of 1933 and are exempt from registration pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder.
The description of the Series A, the Purchase Agreement, and the Offering is qualified in its entirety by the full text of the Certificate of Designations for the Series A (the "Series A Certificate") and the form of Purchase Agreement, which are attached to this Current Report on Form 8-K as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of
To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed as part of this report:
Exhibit No. Description 4.1 Certificate of Designation of Series A Convertible Preferred Stock 10.1 Form of Stock Purchase Agreement 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Certain schedules and exhibits to this agreement have been omitted in
accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished to the
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