Item 1.01 Entry into a Material Definitive Agreement.
Replacement Note Conversion Agreement
As previously reported, on
At any time or times on or after
The Company may not enter into or be party to a transaction resulting in a change of control unless the successor entity assumes in writing all of the obligations of the Company under the Replacement Notes. Upon the occurrence of any change of control, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of the Company and shall assume all of the obligations of the Company under the Replacement Notes with the same effect as if such successor entity had been named as the Company. Upon consummation of a reclassification or change of control as a result of which holders of common stock shall be entitled to receive stock, securities, cash, assets or any other property with respect to or in exchange for such common stock, the Company or successor entity, as the case may be, shall deliver to the holder of the Replacement Note confirmation that there shall be issued upon conversion of the Replacement Note, in lieu of the shares of common stock issuable upon the conversion of the Replacement Note, such shares of stock, securities, cash, assets or any other property whatsoever which the holder would have been entitled to receive upon the happening of such reclassification or change of control had the Replacement Note been converted immediately prior to such reclassification or change of control.
As previously reported, on
On
The foregoing descriptions of the Cancellation Agreement and Replacement Notes
are qualified, in entirety, by reference to the terms of the Cancellation
Agreement and each Replacement Note, respectively, a copy of each of which is
attached as an exhibit to the Company's Current Report on Form 8-K filed with
the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information called for by this item is contained in Item 1.01 above, which item is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The shares issued upon conversion were offered and sold exclusively to accredited investors in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The investors represented that their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the Shares issued in the transaction. The offer and sale of the securities were made without any general solicitation or advertising.
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