Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed by
Pursuant to the Amended and Restated Securities Agreement, effective as of
Subject to certain exceptions, the June Notes accrue no interest, mature six
months after issuance, or
As a result of the issuance of the June Warrants, the exercise price of the
warrants issued as part of the October Offering was adjusted from
As previously disclosed in the June 8-K, in connection with the closing of the June Offering, the Company:
? amended (i) the convertible secured promissory note issued toRyan Drexler , the Company's Chief Executive Officer and Chair of the Board of Directors, onNovember 29, 2020 (as amended onAugust 13, 2021 ) in the principal amount of$2,871,967 (the "Drexler November Note") and (ii) the convertible secured promissory note issued toRyan Drexler onAugust 13, 2021 in the principal amount of$2,457,549 (the "Drexler August Note" and together with the Drexler November Note, the "Drexler Notes") to extend the maturity date of the Drexler Notes toJune 10, 2025 ; ? entered into an amendment toRyan Drexler's Amended and Restated Employment Agreement datedFebruary 1, 2018 (the "Drexler Employment Agreement") pursuant to whichMr. Drexler's cash compensation, including base salary and bonus, was decreased to$250,000 annually while any Notes remain outstanding; and ? appointedSabina Rizvi , the Company's President and Chief Financial Officer, as a member of the board of directors of the Company.
The foregoing description of the Amended and Restated Securities Purchase
Agreement, the June Warrants, the June Notes and the Waiver and Amendments is
not complete and is qualified in its entirety by reference to the full text of
the forms of the Amended and Restated Securities Purchase Agreement, the June
Warrants, the June Notes, and the Waiver and Amendments copies of which are
filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to the June 8-K and
are incorporated by reference herein. The foregoing description of the
amendments to the Drexler November Note and
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference is made to the disclosure of the June Notes under Item 1.01 above which is incorporated by reference into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of
Reference is made to the disclosure of the June Warrants under Item 1.01 above which is incorporated by reference into this Item 3.02 by reference.
The June Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in Item 1.01 above, in connection with the closing of the June
Offering, on
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the form of the Amendment, a copy of which is filed as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated by reference herein.
As further discussed in Item 1.01 above, in connection with the closing of the
June Offering, effective
There are no family relationships between
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1† Amended and Restated Securities Purchase Agreement, datedJune 3, 2022 , by and between the Company and theSubsequent Investors parties thereto (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed onJune 9, 2022 ) 10.2 Form of June Warrant (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed onJune 9, 2022 ) 10.3 Form ofJune Note (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed onJune 9, 2022 ) 10.4 Form of Waiver and Amendment (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed onJune 9, 2022 ) 10.5Drexler November Note , as amended 10.6Drexler August Note , as amended 10.7+ Amendment toRyan Drexler's Amended and Restated Employment Agreement datedJune 10, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain information has been omitted pursuant to Item 601(10)(b)(iv) of
Regulation S-K.
+ Indicates a management contract or any compensatory plan, contract or arrangement.
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