Item 1.01. Entry into a Material Definitive Agreement.
Effective
Under the terms and subject to the conditions of the Equity Agreement, the
Investor is obligated to purchase up to
The Company's sales of shares of Common Stock to the Investor under the Equity Agreement are limited to no more than the number of shares that would result in the beneficial ownership by the Investor and its affiliates, at any single point in time, of more than 4.99% of the then-outstanding shares of the Common Stock.
The Company agreed with the Investor that it will not enter into any other credit equity line agreements without the prior consent of the Investor.
Pursuant to the terms of the Registration Rights Agreement, the Company shall
file a registration statement with the
The Equity Agreement and the Registration Rights Agreement contain customary representations, warranties and agreements of the Company and the Investor and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties.
The foregoing descriptions of the Warrant, the Equity Agreement and the Registration Rights Agreement and the transactions contemplated thereby are qualified in their entirety by reference to the full text of the Warrant, the Equity Agreement and the Registration Rights Agreement, copies of which are attached hereto as Exhibit 4.1, Equity 10.1 and 10.2, respectively, each of which is incorporated herein in its entirety by reference.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
The issuance and sale of the Warrant by the Company to the Investor under the Equity Agreement was made without registration under the Securities Act of 1933, as amended (the "Act"), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to one investor, the lack of any general solicitation or advertising in connection with such issuance, the representations of the Investor to the Company that, among others, it was an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that it was purchasing the securities for its own account and without a view to distribute them.
Item 7.01 Regulation FD Disclosure.
On
The foregoing description of the Company's press release is qualified in its entirety by the full text thereof, which is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
The information in this Item 7.01 of this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.
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Item 9.01 Financial Statements and Exhibits.
Exhibit No.: Description of Exhibit 4.1* Warrant datedAugust 17, 2022 , issued by the Company to MacRab LLC 10.1* Standby Equity Commitment Agreement, datedAugust 17, 2022 , between the Company andMacRab LLC 10.2* Registration Rights Agreement, datedAugust 17, 2022 , between the Company andMacRab LLC 99.1* Press Release issued by the Company datedAugust 25, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) * Filed herewith. 3
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