Item 3.02
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Unregistered Sale of Equity Securities.
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As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2021, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with BCP Helios Aggregator L.P., a Delaware limited partnership (the “Purchaser”), an investment vehicle of funds affiliated with Blackstone Inc., on August 10, 2021. Pursuant to the Securities Purchase Agreement, on August 11, 2021, the Company issued and sold to the Purchaser and BEFIP III - ESC Helios Holdco L.P. (together with the Purchaser, the “Purchaser Funds”) 350,000 shares of a newly designated Series A Perpetual Preferred Stock of the Company, par value $0.001 per share (the “Series A Perpetual Preferred Stock”) and 7,098,765 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). Further, pursuant to the Securities Purchase Agreement, upon the expiry of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Company issued and sold to the Purchaser Funds 776,235 shares of Common Stock on September 27, 2021.
Also as previously disclosed, the Securities Purchase Agreement provides that until June 30, 2023, the Company shall have the option to require the Purchaser Funds to purchase, in the aggregate, in one or more additional closings (the “Additional Closings”), up to 150,000 shares (the “Delayed Draw Commitment”) of the Series A Perpetual Preferred Stock and up to 3,375,000 shares of Common Stock (or up to 6,100,000 shares of Common Stock in the event of certain price-related adjustments) (subject to certain equitable adjustments pursuant to any stock dividend, stock split, stock combination, reclassification or similar transaction) for an aggregate purchase price up to $148 million.
On January 7, 2022, the Company issued and sold to the Purchaser Funds 50,000 shares of Series A Perpetual Preferred Stock and 1,125,000 shares of Common Stock in an Additional Closing for an aggregate purchase price of $49,376,125.
The securities issued pursuant to the Securities Purchase Agreement were and will be offered, issued and sold in reliance upon the exemption from the registration requirements of the Securities Act, set forth under Section 4(a)(2) of the Securities Act relating to sales by an issuer not involving any public offering and in reliance on similar exemptions under applicable state laws. The Company will rely on this exemption from registration based in part on representations made by the Purchaser in the Securities Purchase Agreement. Neither this Current Report on Form