Item 1.01 Entry into a Material Definitive Agreement.
The principal borrowed under the Loan and Security Agreement bears fixed interest of 9.504% per annum (the "Loan Interest Rate"), which interest shall be payable monthly in arrears. Upon the earliest to occur of (i) the maturity date, (ii) the date the Company prepays all outstanding amounts under the Loan and Security Agreement, or (iii) the date that all amounts under the Loan and Security Agreement become due and payable, the Company shall pay Oxford an additional fee of 5% of the original principal amount (the "End of Term Charge"). The repayment terms are interest only payments through
In connection with the Loan and Security Agreement, the Company and the Subsidiaries granted to Oxford a security interest in all of the Company's and the Subsidiaries' personal property now owned or hereafter acquired, excluding intellectual property and certain other assets. The Loan and Security Agreement also provides for standard indemnification of Oxford and contains representations, warranties and certain covenants of the Company and the Subsidiaries. Upon the occurrence of an event of default by the Company under the Loan and Security Agreement, Oxford will have customary acceleration, collection and foreclosure remedies.
Pursuant to the Loan and Security Agreement, on
The foregoing summary is qualified in its entirety by reference to the Loan and Security Agreement and the form of Warrant, both of which the Company intends to file as exhibits to its Quarterly Report on Form 10-Q for the three-month period ended
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company issued the Warrants in reliance on the exemption from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on the exemption from registration provided for under Section 4(2) of the Securities Act based in part on the representations made by Oxford, including the representations with respect to Oxford's status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and Oxford's investment intent with respect to the Warrant and the underlying common shares.
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