Item 1.01 Entry into a Material Definitive Agreement
On
Pursuant to the Partial Assignment, the Company issued an Amended and Restated
Convertible Note Due
The aforementioned conversion right of Silverback is subject to certain
limitations as set forth in the A&R Note, including, among others, that (i)
Silverback may not convert an amount that would be convertible into that number
of Conversion Shares which would exceed the difference between the number of
shares of common stock beneficially owned by Silverback and its affiliates and
4.99% of the outstanding shares of common stock of the Company, and (ii) so long
as the rules of the
The foregoing descriptions of the terms of the A&R Note and the Partial Assignment do not purport to be complete and are qualified in their entirety by reference to the full texts of the A&R Note and the Partial Assignment attached as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K, which exhibits are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03 in its entirety.
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the A&R Note is incorporated by reference herein. The Conversion Shares to be issued in connection with the A&R Note will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) promulgated thereunder.
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Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibit Exhibit No. Description 4.1 Assignment of Promissory Note, datedOctober 18, 2022 , by and amongAvenue Venture Opportunities Fund , L.P.,Silverback Capital Corporation andStatera Biopharma, Inc. 10.1 Amended and Restated Convertible Note DueMay 1, 2024 , dated as ofOctober 18, 2022 99.1 Press Release ofStatera Biopharma, Inc , dated as ofOctober 21, 2022 104 Cover Page Interactive Data File (embedded with the inline XBRL document)
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