Item 1.01 Entry into a Material Definitive Agreement.
On
The issuance and sale of the Units is exempted from the registration requirement of the Securities Act pursuant to Regulation S promulgated thereunder.
The Warrants are exercisable at any time after the six-month anniversary of the
issuance date at an initial exercise price of
The parties to the SPA have each made customary representations, warranties and
covenants, including, among other things, (a) the Investors are "non-
The SPA is subject to various conditions to closing including NYSE American's completion of its review of the notification to NYSE American regarding the listing of the Units. The Units to be issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder.
The net proceeds of this offering shall be used by the Company in connection with the Company's general corporate purposes, working capital, or other related business as approved by the board of directors of the Company.
The forms of the SPA and Warrant are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and the Warrant, which does not purport to be a complete description of the rights and obligations of the parties thereunder and are qualified in their entirety by reference to such exhibits.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 10.1 Form of Securities Purchase Agreement 10.2 Form of Warrant 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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