Item 1.01 Entry into a Material Definitive Agreement.
The related subscription agreement (the "Subscription Agreement"), dated as of
The private placement is being made pursuant to an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D thereunder, as the shares of Common Stock are being issued to accredited investors, without a view to distribution, and are not issued through any general solicitation or advertisement. The shares of Common Stock have not been, and will not be, registered under the Securities Act and may not be offered or sold in
Item 3.02 Unregistered Sales of
The description of the private placement and the related subscription agreement is incorporated herein by reference to Item 1.01 hereof.
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