Section 1.01 Entering into a Material Definitive Agreement
The loan matures twenty-four (24) months from the date of the loan contract and bears interest on the unpaid balance of the principal of the advances, payable monthly in arrears, starting on
Under the Loan Agreement, the Company has granted to the Principal Lender a first ranking security interest in all present and future property and assets of the Company, including proceeds and proceeds thereof. In connection with the Loan, the Company’s existing secured lenders have entered into subordination agreements (the “Subordination Agreements”) with the Principal Lender (each lender, a “Subordinate Lender” and collectively, the “Subordinate Lenders”).
As part of the delivery of the Subordination Agreements by the Subordinated Lenders, the
The descriptions of the Loan Agreement, the Bond, the Subordination Agreements and the Warrants are given in their entirety by reference to the full texts of the Loan Agreement, the Bond, the Form of Subordination and Form of Subscription, which are incorporated by reference herein. Copies of the Loan Agreement, Note, Form of Subordination Agreement and Form of Warrant are included herein as Schedules 10.1, 10.2, 10.3 and 4.1, respectively.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information in Section 1.01 relating to the Loan Agreement is incorporated by reference into this Section 2.03.
Item 3.02 Unrecorded Sales of
The information in Section 1.01 regarding Warrants is incorporated by reference into this Section 3.02. The issue of the Warrants has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The warrants were issued pursuant to a private placement exempt from the registration requirements of securities law, pursuant to the exemptions set forth in section 4(a)(2) of the securities law movables.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. Exhibit Number Description 4.1 Form of Warrant (previously filed on
May 19, 2022, as Exhibit 4.1 of the Company's Current Report on Form 8-K). 10.1 Loan and Security Agreement, dated July 29, 2022, by and between the Company and the Initial Lender. 10.2 Revolving Loan Secured Promissory Note, dated July 29, 2022, executed by the Company for the benefit of the Initial Lender. 10.3 Form of Subordination Agreement, dated July 29, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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