Item 1.01 Entry into a Material Definitive Agreement.
Convertible Note Offering
On
The Note is only convertible upon an Event of Default (as defined in the Note) and is then convertible, in whole or in part, into shares of the Company's Common Stock at a conversion price equal to the lesser of 90% (representing a 10% discount) multiplied by the lowest trading price (i) during the previous 20 Trading Day (as defined in the Note) period ending on the Issuance Date, or (ii) during the previous 20 Trading Day period ending on date of conversion of this Note (the "Conversion Price"). The Conversion Price is subject to various adjustments, as specified in the Note.
While the Note is issued and outstanding, the Company is required at all times
to have authorized and reserved five times the number of shares that is actually
issuable upon full conversion of the Note (based on the Conversion Price of the
Notes in effect from time to time) (the "Reserved Amount"). If, at any time the
Company does not maintain or replenish the Reserved Amount within three business
days of the request of the Lender, the principal amount of the Note will
increase by
Upon an Event of Default, the Note will become immediately due and payable and the Company will pay to the Lender the Default Sum (as defined in the Note) or the Default Amount (as defined in the Note).
The Note is governed by the SPA. The Note is also secured by all of the Company's Assets (as defined in the Security Agreement) as provided for in the Security Agreement.
In addition to the issuance of the Note, the Company issued to the Lender, as a
commitment fee,
At any time following the issuance of the Commitment Shares, the Lender may
deliver to the Company a reconciliation statement showing the net proceeds
actually received by the Lender from the sale of the Commitment Shares by the
Lender and the shares issued upon the exercise of the Warrants (the
"Reconciliation"). If, as the date of the Reconciliation, the Lender has not
realized net proceeds from the sale of the Commitment Shares equal to at least
2
If the Note is repaid in full on or prior to the initial maturity date (without
extension), the Company will have the right to redeem 660,000 shares of the
Commitment Shares for
The Note is attached hereto as Exhibit 4.1 and is 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 disclosure contained in Item 1.01 hereto under the subheading "Convertible Note Offering" is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The disclosure contained in Item 1.01 hereto under the subheading "Convertible Note Offering" is incorporated by reference into this Item 3.02.
The Lender delivered to the Company appropriate investment representations with
respect to the Note, the Commitment Shares, and the Warrants and consented to
the imposition of a restrictive legend upon the Note, conversion shares, the
Commitment Shares, the Warrants, and the exercise shares. The Lender did not
enter into the transaction with the Company as a result of or subsequent to any
advertisement, article, notice, or other communication published in any
newspaper, magazine, or similar media or broadcast on television or radio, or
presented at any seminar or meeting. The Lender was also afforded the
opportunity to ask questions of management and to receive answers concerning the
terms and conditions of the transaction. The securities were issued without
registration under the Securities Act of 1933, as amended, by reason of the
exemption from registration afforded by the provisions of Section 4(a)(2)
thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer
not involving any public offering. Selling commissions in the amount of
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 4.1 Promissory Note IssuedNovember 10, 2021 toAJB Capital Investments, LLC
104 Cover Page Interactive Data File (formatted in Inline XBRL)
© Edgar Online, source