Item 1.01 Entry into a Material Definitive Agreement
On
A form of the Purchase Agreement and Note are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of
Reference is made to Item 1.01 of this Current Report on Form 8-K regarding the Purchase Agreement. The disclosure contained in Item 1.01 with respect to the Purchase Agreement, the purchase of shares, and the issuance of the Note is hereby incorporated by reference in its entirety into this Item 3.02.
The shares of common stock were issued without registration under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The following exhibits are being filed herewith:
Exhibit Number Description of Exhibits 10.1 Securities Purchase Agreement datedJanuary 9, 2023 10.2 Promissory Note
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