Section 1.01 Entering into a Material Definitive Agreement
Pursuant to the terms of the Credit Facility, each Lender individually agrees to make loans (each such Loan, an “Advance”) up to the amount of the Lender’s Commitment to the Company from time to time, until
Each Bond bears an interest rate of 15.0% per annum on each Advance from the date of disbursement of such Advance and is payable on (i) the Maturity Date in cash or ordinary shares of the Company ( the “Ordinary Shares”) at the Company’s sole option, unless such Maturity Date is extended in accordance with the Note, or (ii) upon the occurrence of an Event of Default (as defined in the Note ). The Maturity Date may be extended (i) at the sole discretion of the Company for an additional period of one (1) year from the Maturity Date upon payment of a commitment fee equal to two percent (2%) of the Commitment Amount to the Lender within thirty (30) days prior to the original due date, or (ii) by the Lender in writing. In addition, each lender has signed a subordination agreement by and between the
The Credit Facility includes customary representations, warranties and covenants of the Company and the lenders. The Company has also agreed to pay the legal costs of
In connection with entering into the Credit Facility, the Company has agreed to pay each lender a one-time cash committee fee equal to 3.5% of the lender’s commitment amount. In addition, in consideration of the Lenders’ undertaking to provide the Advances to the Company, the Company has agreed to issue each Lender warrants to purchase the number of common shares equal to the proceeds of (i) 160,000 shares ordinary ordinary multiplied by (ii) the ratio represented by the Commitment Amount of each Lender divided by the
Subject to certain ownership limits, the Warrants will be exercisable immediately from the date of issue, will expire on the fifth (5) anniversary of the date of issue and will have an exercise price of
Under the terms of a sales agreement dated
The foregoing descriptions of the Credit Facility, Note and Warrant Certificate do not purport to be a complete statement of the terms of the agreements and the rights of the parties under such agreements and are qualified in their entirety by reference to the full text of the Credit Facility, the Note and the Warrant Certificate, which are attached hereto as Exhibits 10.1, 10.2 and 4.1 respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information disclosed in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.
Item 3.02 Unrecorded Sales of
The information disclosed in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02. Pursuant to the terms of the warrant certificate, each holder may, at its sole discretion and in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the exercise, elect instead to receive on such exercise (in whole or in part) the net number of common shares determined by a formula set forth in the warrant certificate.
The Lenders have made representations to the Company that they meet the definition of accredited investor in Rule 501 of the Securities Act of 1933, as amended (“Securities Act”), and the Company relied on these statements. The offer and sale of the underlying securities in the Note and Warrant were made on the basis of the registration exemption granted by Section 4(a)(2) of the Securities Act , pursuant to Rule 506(b) of Regulation D promulgated thereunder. The offering of the underlying securities has not been made pursuant to a public offering, and no public solicitation or advertisement has been made or relied upon by any investor in connection with the offering. This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, nor should such securities be offered or sold in
Item 9.01 Financial statements and supporting documents
(d) Exhibits Exhibit Exhibit Description 4.1 Form of Warrant 10.1 Credit Facility Agreement dated
May 11, 202210.2 Form of Subordinated Unsecured Promissory Note 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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