th<\/sup>\u00a0day following a change in control of the Company, for purposes of registering the shares of Common Stock issuable upon conversion of the Series H-5 Shares and the shares of Common Stock issuable upon exercise of the Warrants for resale by the Investors, (ii) use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after filing, and in any event no later than 60 days after the initial filing date (or 100 days after the initial filing date if the registration statement is reviewed by the SEC), and (iii) maintain the registration until all registrable securities may be sold pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), without restriction as to volume. The Registration Rights Agreement contains customary terms and conditions for a transaction of this type, including certain customary cash penalties on the Company for its failure to satisfy specified filing and effectiveness time periods.<\/p>\nThe offering is exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) the Securities Act and Regulation D under the Securities Act.<\/p>\n
The securities sold and issued in connection with the Securities Purchase Agreement are not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.<\/p>\n
The foregoing descriptions of the Securities Purchase Agreement, the Registration Rights Agreement and the form of Warrant are not complete and are subject to and qualified in their entirety by reference to the Securities Purchase Agreement, the Registration Rights Agreement and the form of Warrant, respectively, copies of which are attached as Exhibits 10.1, 10.2 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.<\/p>\n","protected":false},"excerpt":{"rendered":"
On December 6, 2019, Palladium Capital Advisors served as Placement Agent to DropCar, Inc. (the “Company”) which entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors (collectively, the “Investors”), pursuant to which the Company issued to the Investors an aggregate of 34,722 shares of the Company’s newly designated […]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[3],"tags":[],"_links":{"self":[{"href":"https:\/\/www.palladiumcapital.com\/wp-json\/wp\/v2\/posts\/2217"}],"collection":[{"href":"https:\/\/www.palladiumcapital.com\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.palladiumcapital.com\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.palladiumcapital.com\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.palladiumcapital.com\/wp-json\/wp\/v2\/comments?post=2217"}],"version-history":[{"count":0,"href":"https:\/\/www.palladiumcapital.com\/wp-json\/wp\/v2\/posts\/2217\/revisions"}],"wp:attachment":[{"href":"https:\/\/www.palladiumcapital.com\/wp-json\/wp\/v2\/media?parent=2217"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.palladiumcapital.com\/wp-json\/wp\/v2\/categories?post=2217"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.palladiumcapital.com\/wp-json\/wp\/v2\/tags?post=2217"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}