Item 1.01 Entry into a Material Definitive Agreement
After deducting the fees of the placement agent and other estimated offering expenses, the net proceeds to the Company from the Offering will be approximately
Pursuant to the terms of the Securities Purchase Agreement, the Company will potentially be required to issue additional shares of Common Stock (the "Adjustment Shares") at a specified time to the Buyers in the event that the price per share of Common Stock in the Offering is greater than the price per share of the Common Stock, calculated as 90% of the average of the ten (10) lowest volume weighted prices of the Common Stock during the twenty (20) trading day period starting immediately following the earlier of the date on which the Shares, Warrants Shares and Adjustment Shares have been registered for resale with the
The Warrants will be immediately exercisable at an exercise price of
In connection with the Offering, the Company also entered into a Registration Rights Agreement with the Buyers. Pursuant to the terms of the Registration Rights Agreement, the Company granted to the Buyers certain registration rights related to the Shares, Warrants Shares and Adjustment Shares issued and issuable in Offering. The Company is required to file a registration statement for the resale of the Shares, Warrants Shares and Adjustment Shares within 30 days following the closing date of the Offering and to use its reasonable best efforts to cause such registration statement to be declared effective within 60 days following the closing date (or 120 days following the closing date if the
The Securities Purchase Agreement, Registration Rights Agreement and form of Warrant used in connection with the Offering are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the Securities Purchase Agreement, the Registration Rights Agreement, the form of Warrant, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
The securities issued in the offering are exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors took the securities for investment and not resale and the Company took appropriate measures to restrict the transfer of the securities
The Company's press release dated
Item 3.02 Unregistered Sales of
The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.
Item 9.01. Financial Statements and Exhibits.
4.1 Registration Rights Agreement, dated as of
the Company and the Buyers named therein.
4.2 Form of Warrant to be issued to the Buyers.
10.1 Securities Purchase Agreement, dated as of
the Company and the Buyers named therein.
99.1 Press release, dated
Cautionary Note Regarding Forward-Looking Statements
This Current Report of the Company contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "plan," "project," "potential," "seek," "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate" or "continue" are intended to identify forward-looking statements. Readers are cautioned that certain important factors may affect the Company's actual results and could cause such results to differ materially from any forward-looking statements that may be made in this Current Report. Factors that could cause or contribute to differences between the Company's actual results and forward-looking statements include, but are not limited to, those risks discussed in the Company's filings with the