Item 1.01. Conclusion of a significant definitive agreement.
As described below, on
The above summary of the terms of the 2022 Warrant Form is submitted and qualified in its entirety by reference to the 2022 Warrant Form which is filed as an attachment to this Current Report on Form 8-K and is incorporated here by reference.
Each investor in the Offering has agreed that, for a period of one year after the closing of the Offering, such investor will not offer, pledge, sell, contract to sell, sell any option or contract call, will not purchase any option or contract to sell, grant an option, right or warrant to purchase, loan or otherwise transfer or dispose of any securities acquired under the Offer (including the Shares 2022 Subscription Warrant (as defined below)), with the exception of certain customary exempt transactions. After the expiration of the one-year contractual restriction on transfer, any subsequent offer, sale, transfer or other disposal of the securities acquired under the Offer (including the 2022 Warrant Shares (such as defined below)) will require registration under the Securities Act of 1933, as amended (the “Securities Act”) or the availability of an exemption thereto.
Section 3.02. Unrecorded sales of
The information provided in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02.
Not all investors were
This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or territory. The securities described herein have not been registered under securities law or applicable state securities laws and may not be offered or sold in
Caution Regarding Forward-Looking Statements
This current report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are subject to known and unknown risks and uncertainties. , many of which may be beyond the Company’s control. The Company cautions that the forward-looking information presented in this current report, including, but not limited to, statements regarding the expected net proceeds the Company will receive, is not a guarantee of future events, and that events and actual results may differ materially from those expressed or implied by the forward-looking information contained in this current report. In addition, forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “plans”, “will”, “expects”, “intends”, “estimates”, ” anticipates, “believe” or “continue” or the negative thereof or variations thereof or similar terminology. A number of important factors could cause actual events and results to differ materially from those contained or implied by forward-looking statements, including the risk factors set forth in the Company’s filings with the
Section 9.01. Financial statements and supporting documents.
(d) Exhibits Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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