Item 3.02. Unregistered Sales of Equity Securities.
Upon the closing of the Private Placement, the Company received gross proceeds
of approximately $6.0 million. The Company sold the Common Stock to the Investor
in reliance on the exemption from registration afforded by Section 4(a)(2) of
the Securities Act and Rule 506 of Regulation D promulgated under the Securities
Act and corresponding provisions of state securities or "blue sky" laws. The
Investor represented that it is acquiring the Common Stock for investment only
and not with a view towards, or for resale in connection with, the public sale
or distribution thereof. Accordingly, the Common Stock has not been registered
under the Securities Act and may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act
and any applicable state securities laws.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an
offer to sell or the solicitation of an offer to buy securities of the Company.
Item 8.01 Other Events.
On April 13, 2022, the Company issued a press release announcing the closing of
the Private Placement. A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
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