Item 1.01. Entry into a Material Definitive Agreement.
Common Stock Purchase Agreement
The issuance and sale of the Shares were not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemption afforded by Rule 506(b) of Regulation D. Hodges represented to the Company that it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act.
The foregoing description of the Purchase Agreement is a summary and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Company's filing of the Purchase Agreement is only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business or operations. Investors in the Common Stock should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts or condition of the Company. The Purchase Agreement should not be read alone, but should be read in relation with the other information regarding the Company and its business and operations that is or will be contained in, or incorporated by reference into, the documents that the Company files with or furnishes to the
Registration Rights Agreement
In connection with the Purchase Agreement, on
Under the Registration Rights Agreement, the Company agreed to (1) file a registration statement (the "Registration Statement") covering the resale of the Shares by Hodges on a continuous basis pursuant to Rule 415 under the Securities Act within 30 days following the closing of the purchase of the Shares, and (2) use its commercially reasonable efforts to cause the Registration Statement to become effective within 90 days following the closing of the sale of Shares to Hodges (or 120 days in the event of a review of the Registration Statement by the
The Company agreed to use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (1) the date that all Shares have been sold or can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, or (2),
Under the Registration Rights Agreement, the Company agreed to pay all fees and expenses incident to the registration of the Shares for resale, including (without limitation) all registration and filing fees and fees and expenses of the Company's accountants and legal counsel. Hodges will be responsible for paying all expenses, including (without limitation) any underwriting discounts and commissions, incurred by it in connection with its sale of the Shares. Also, . . .
Item 1.02. Termination of a Material Definitive Agreement.
The information under "Amendment to Rights Agreement" set forth in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 1.02 by reference.
Item 3.02. Unregistered Sales of
The information under "Common Stock Purchase Agreement" set forth in Item 1.01 of this Current Report is incorporated in this Item 3.02 by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information under "Amendment to Rights Agreement" set forth in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.
Item 8.01. Other Events.
Item 9.01. Financial Statements and Exhibits.
Exhibit 4.1 - Amendment No. 1 to Rights Agreement, dated as of
Exhibit 10.1 - Common Stock Purchase Agreement, dated as of
Exhibit 10.2 - Registration Rights Agreement, dated as of
Exhibit 99.1 - Press Release issued by the Company dated