Item 1.01. Conclusion of a significant definitive agreement.
The Notes have a maturity date of five years from the date of issue (each a “Maturity Date”), at which dates the Notes will be payable in full and will bear interest at a rate of two percent ( 2%) per year. The Notes may be redeemed, at the Lender’s sole option, either (a) on the applicable Maturity Date or (b) on the first Business Day of each month in which the Company makes an offering of its Series A Shares cumulative at 9.0% of the company. Perpetual Preferred Shares, Par Value
The warrants will be immediately exercisable for two years from their issuance. The exercise of the Warrants will be subject to beneficial ownership limits such that the Lenders may not exercise the Warrants to the extent that such exercise would result in each of the Lenders being the beneficial owner of more than 4 .99% (or, at such lender’s option, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the issue of Common Shares issuable in such fiscal year, which ownership limitation effective may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in this limitation will not be effective until 61 days after notice to the Company.
The Notes and Warrants each contain customary events of default, representations, warranties, covenants of the Company and the lenders, and indemnification rights and obligations of the parties, as applicable to the preceding tranches. The Warrants will be issued under an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), based on the exemption from registration granted by Section 4(a) (2) of the Securities Act and/or Regulation S promulgated thereunder.
The aforementioned transaction was part of the previously disclosed intercreditors’ agreement dated
hold secured convertible debt issued by the Company, the Lenders may not, without the consent of the
Section 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The applicable information set forth in Section 1.01 of this Form 8-K regarding the Notes is incorporated by reference into this Section 2.03.
Item 8.01 Other Events
Item 9.01 Financial statements and supporting documents
(d) Exhibits Exhibit No. Description 99.1 Press release, dated
April 19, 2022104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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