Item 1.01. Entry Into a Material Definitive Agreement. The disclosure under this item is included under item 3.02 and is incorporated by reference. Item 3.02. Unregistered Sales of Equity Securities . On January 27, 2014 , we issued 1,818,182 units to two investors in a non-brokered private placement, at a purchase price of $0.55 per unit for gross proceeds of $1,000,000.10 . Each unit consisted of one share of our common stock and one non-transferable common share purchase warrant, with each warrant entitling the holder to acquire one additional share of our common stock at a price of $0.65 per share for a period of six years. We issued: (i) 681,818 of these units to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended; and (ii) 1,136,364 of these units to one US person, who is an accredited investor (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended), and in issuing these units to this person we relied on the exemptions from the registration requirements provided for in Rule 506 Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended. Pursuant to the securities purchase agreements with each investor, we also agreed to file a registration statement related to the transaction with the U.S. Securities and Exchange Commission covering the shares underlying the units (excluding shares issuable upon exercise of the warrants). Please review the form of securities purchase agreements and warrant certificates, filed as exhibits to this Current Report on Form 8-K, for a complete description of all of the terms and conditions of the private placement. Item 9.01. Financial Statements and Exhibits. 10.1 Form of securities purchase agreement (non US purchaser) 10.2 Form of securities agreement (US purchaser) 10.3 Form of warrant certificate (non US Purchaser) 10.4 Form of warrant certificate (US Purchaser) - 2 - --------------------------------------------------------------------------------
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