Section 1.01 Entering into a Material Definitive Agreement.
As previously revealed by
Pursuant to the Amended and Restated Securities Purchase Agreement, the Company has agreed to sell
Subject to certain exceptions, the June Notes will bear no interest, will mature six months after issuance and will be secured by the same security that secured the October Notes. The June Warrants will be exercisable for five years from the date of issue at an exercise price of
The June Warrants and Warrant Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being offered and will be sold pursuant to the exemption from registration under securities law granted by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
Pursuant to the Amended and Restated Securities Purchase Agreement, until no investor holds any of the Warrants, the Company is prohibited from making or entering into an agreement to make any issue by the Company or one of its subsidiaries of common stock or common stock equivalent stock (or a combination thereof) involving a floating rate transaction (as defined in the amended securities purchase agreement and updated).
As part of the June Offer, the Company has agreed:
· increase the original issue discount of the October Notes from 14% to 28% such that the October Principal Amount was increased to
$9,759,135.00; · amend the maturity date of the October Notes such that the October Notes expire six months from the closing date of the June Offering; · amend (i) the convertible secured promissory note issued to Ryan Drexler, the Company's Chief Executive Officer and Chairman of the Company's Board of Directors, on November 29, 2020(as amended on August 13, 2021) in the principal amount of $2,871,967(the "Drexler November Note") and (ii) the convertible secured promissory note issued to Ryan Drexleron August 13, 2021in the principal amount of $2,457,549(the "Drexler August Note" and together with the Drexler November Note, the "Drexler Notes") to extend the maturity date of the Drexler Notes to such date that is three years from the closing date of the June Offering; · enter into an amendment to Ryan Drexler'sAmended and Restated Employment Agreement pursuant to which Mr. Drexler'sannual cash compensation, including base salary and bonus, will be decreased to $250,000while any Notes remain outstanding; and · appoint Sabina Rizvi, the Company's President and Chief Financial Officer, as a member of the board of directors of the Company. -2-
The foregoing description of the Amended and Restated Securities Purchase Agreement, the June Warrants, the June Notes and the Waiver and Amendments is not complete and is qualified in its entirety by reference to full text of the forms of Amended and Restated Securities Purchase Agreement, June Warrants, June Notes and Waiver and Amendments, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, of this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits Exhibit No. Description 10.1† Amended and Restated Securities Purchase Agreement, dated
June 3, 2022, by and between the Company and the Subsequent Investorsparties thereto, including the disclosure schedules attached thereto 10.2 Form of June Warrant 10.3 Form of June Note10.4 Form of Waiver and Amendment 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Some information has been omitted in accordance with Rule SK 601(10)(b)(iv).
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