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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): June 24, 2024
AWAYSIS
CAPITAL, INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
000-21477 |
|
27-0514566 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
3400
Lakeside Dr, Suite 100, Miramar, Florida 33027
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (855) 795-3311
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
Registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
On
June 28, 2024, Awaysis Capital, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”)
to report, among other things, that it borrowed an aggregate of $1.1 million (the “Loan”) from Harthorne Capital, Inc. (“Harthorne”),
that definitive documentation regarding the Loan had not yet been negotiated or entered into, and that the Company will file an amendment
to the Original 8-K to disclose the material terms of any such definitive documentation once finalized and entered into.
This
Current Report on Form 8-K/A amends and restates the Original 8-K to disclose that the Company entered into definitive documentation
with Harthorne with respect to the Loan, and to provide material information with respect to such definitive documentation.
| Item
1.01 |
Entry
Into A Material Agreement. |
The
information set forth in Item 5.02 is incorporated by reference into this Item 1.01.
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
On
June 24, 2024, Awaysis Capital, Inc. (the “Company”) borrowed an aggregate of $1.1 million (the “Loan”) from
Harthorne Capital, Inc. (“Harthorne”). Harthorne operates as a holding entity for investments in the Company by Mr. Michael
Singh, the Company’s Chairman and CEO, and Dr. Andrew Trumbach, the Company’s President and CFO. Additionally, each of Mr.
Singh, Dr. Trumbach and Ms. Lisa-Marie Iannitelli, a director of the Company, are Executive Directors of Harthorne.
The
Company expects to use the proceeds from the loan for continued development and renovations on the Company’s Casamora property,
as well as for working capital and general corporate purposes.
The
Loan is evidenced by a Convertible Promissory Note (the “Note”), executed by the Company and Harthorne on August 2, 2024
with an issue date as of July 30, 2024. Interest on the Loan is 12% per annum, payable, with the principal and any and all fees, costs
and expenses then due under the Note, on July 30, 2025 (the “Maturity Date”).
The
outstanding principal balance of and interest on the Note shall be convertible, in whole or in part, at the option of Harthorne at any
time prior to the Maturity Date, into shares of common stock, par value $.01 per share, of the Company, at a conversion price of $.30
per share (the “Optional Conversion Right)
The
Note contains customary Events of Default for transactions similar to the transactions contemplated by the Note, which entitle the Investor,
among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest of the Note.
The
foregoing description of the Note is not complete, and is qualified in its entirety by reference to the full text of the Note, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| Date:
August 7, 2024 |
|
| |
|
| |
AWAYSIS
CAPITAL, INC. |
| |
|
|
| |
By: |
/s/
Andrew Trumbach |
| |
Name:
|
Andrew
Trumbach |
| |
Title: |
Co-CEO and
CFO |
Exhibit
10.1
THIS
CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED,
NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY
PURPOSES, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF ALL OTHER APPLICABLE
JURISDICTIONS OR (2) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION SHALL BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE
ISSUER.
CONVERTIBLE
PROMISSORY NOTE
| Note
No. 1 |
|
| |
July
30th, 2024. |
| U.S.
$1,100,000.00 |
Miramar,
FL |
FOR
VALUE RECEIVED, the undersigned AWAYSIS CAPITAL, INC. a Delaware corporation (the “Company”), promises to pay
to the order of HARTHORNE CAPITAL INC. AND/OR ASSIGNEE (“Payee”, and Payee and any subsequent permitted
holder(s) of this Note being referred to collectively as “Holder”), at Holder’s address set forth below
(or by wire transfer to Holder’s wire address set forth below) or at such other place as Holder may designate in writing pursuant
to the notice provisions below, the principal sum of One Million One Hundred Thousand Dollars ($1,100,000.00) (the “Principal
Amount”), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated
below.
Interest
Rate and Accrual. The Company promises to pay simple interest on the outstanding principal amount of this Note from July 30th, 2024
(“Commencement Date”) until paid in full at the fixed rate of Twelve percent (12.0%) per annum. Interest shall
be calculated on a 365-day year basis and shall be due and payable as set forth below.
1. Maturity.
Unless this Note has been previously converted in accordance with the terms of Section 6 hereof, all outstanding principal and accrued
and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon July
30, 2025, the “Maturity Date”).
2. Payments.
No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date.
In the event any payment due hereunder falls on a date that is not a Business Day, the date for such payment shall be the next Business
day following the scheduled date for such payment. After the Maturity Date or due date of this Convertible Note, through acceleration
or otherwise, interest will accrue on the principal balance remaining unpaid at the highest lawful rate until paid. All amounts payable
hereunder shall be made for the account of the Holder at the address referred to in Section 14 of this Note.
3. Prepayment.
The Company may prepay any part or all of any amount payable under this Note, including principal or interest or both, at any time or
times without any premium or penalty whatsoever. Any and all prepayments shall be applied first to the repayment of any accrued and unpaid
interest hereunder, and then to principal outstanding hereunder.
4. Maximum
Rate of Interest. If, at any time, the rate or amount of interest or any other charge payable under this Convertible Note should
exceed the maximum rate or amount permitted by applicable law, then for such time as such rate or amount would be excessive, its application
shall be suspended and there shall be charged instead the maximum rate or amount permitted under such law, and any excess interest or
other charge paid by the Company or collected by the Holder shall be refunded to the Company or credited against the principal amount
of this Convertible Note, at the election of Holder or as required by applicable law.
5.
Conversion of Note.
(a) Conversion Rights.
(i) Optional
Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option
of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $.01 per share, of the Company (“Common
Stock”), at the Conversion Price of $.30 per share, (the “Optional Conversion Right) The date that
the Optional Conversion Right first becomes available to the Holder is referred to herein as “Determination Date.”]
To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be
converted into Common Stock of Awaysis Capital, Inc. on the same terms as the principal of the Note.
(b) Exercise
of Optional Conversion Right. The Optional Conversion Right may be exercised by the Holder, in whole but not in part, at any time,
and from time to time after the Determination Date and prior to the Maturity Date, by the surrender and presentment of this Note accompanied
by a duly executed Notice of Exercise in the form attached hereto (the “Exercise Notice”), presented to the
Company, at its principal office or at such other place as the Company may designate by notice in writing to the Holder.
(c) Issuance
of Certificates. As soon as practicable after full or partial conversion of this Convertible Note, the Company at its expense (including,
without limitation, the payment by it of all taxes and governmental charges applicable to such conversion and issuance of Common Stock)
shall cause to be issued to the Holder a certificate representing the total number of shares of Common Stock of Awaysis Capital, Inc.
for which this Convertible Note is being converted (the “Conversion Shares”). This Convertible Note shall be
deemed to have been converted, and the Conversion Shares acquired thereby shall be deemed issued, and the Holder shall be deemed to have
become holders of record of such Conversion Shares, for all purposes, as of the close of business on the date that this Convertible Note
and the duly executed and completed Conversion Notice, has been presented and surrendered to the Company in accordance with the provisions
of Section 5(b) hereof, notwithstanding that the transfer books of the Company may then be closed.
(d) Definitions. For purposes of this Note:
(i)
The “Conversion Price” shall be equal to the quotient of the Principal Amount and all accrued plus unpaid interest
under this Note as of the date of such calculation divided by $.30.
(ii) The
term “Sale of the Company” shall mean (A) any consolidation or merger of the Company with or into any other
corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization
in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least
a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly
owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (B) any transaction or series of related
transactions to which the Company is a party and in which in excess of 50% of the Company’s voting power is transferred to an unrelated
third party in such transaction or related transactions; provided, however, that a Sale of the Company shall not include any transaction
or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor
or indebtedness of the Company is cancelled or converted or a combination thereof; or (C) a sale, lease, exclusive license or other disposition
of all or substantially all of the assets of the Company.
(e) Per
Share Value Adjustments. If the Company, at any time while this Note is outstanding: (i) subdivides outstanding shares of Common
Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into
a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock
of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common
Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
(f) Prior
Notice of a Sale of the Company. Notwithstanding any provision of this Note to the contrary, in the event that the Company consummates
a Sale of the Company prior to the conversion or repayment in full of this Note, the Company will give the Holder at least five days
prior written notice of the anticipated closing date of such Sale of the Company.
6. Expenses
and Collection Costs. In the event of any failure of the Company to pay all amounts due upon a demand made pursuant to Section 2
of this Note, the Company shall pay all reasonable attorneys’ fees and court costs incurred by Holder in enforcing and collecting
this Note.
7. Subordination.
The repayment of this Note is subordinated to the repayment and performance of all amounts owed by the Company under any Senior Indebtedness
(as defined below). Upon written notice by the Company to the Holder, after the occurrence and during the continuation of any “event
of default” or similar term (after the lapse or expiration of all applicable notice and cure periods) as set forth in any Senior
Indebtedness (a “Senior Default”), no payment on this Note shall be made by the Company and any amounts received
by the Holder following such delivery of written notice of such event of default as payments of amounts due under this Note shall be
turned over to the agent or representative under such Senior Indebtedness, to be applied to the payment of amounts due under such Senior
Indebtedness. As used herein, “Senior Indebtedness” shall mean any indebtedness of the Company, as borrower,
for borrowed money from an unrelated third-party lender on arm’s length terms, and any refinancing thereof, that by its terms is
senior in payment and priority to this Note. The Company agrees to use commercially reasonable efforts to promptly cure any Senior Default.
8. Default.
Each of the following shall constitute an “Event of Default” pursuant to this Note: (a) a failure of the Company
to make any payment of principal or interest or any other amount under this Note when and as due, which failure is not cured within five
(5) days after written notice thereof is received by the Company from Holder; (b) the commencement of a voluntary proceeding under any
law or statute of any jurisdiction relating to bankruptcy, insolvency, reorganization, dissolution, liquidation or debtor relief, whether
now or hereafter in effect, including, without limitation, the filing of a petition under any chapter of the U.S. Bankruptcy Code, as
amended, by the Company; (c) the filing of a proceeding for the appointment of a receiver, custodian, trustee, liquidator or similar
official for Company or all or substantially all of the Company’s property and assets or consenting to the appointment of same;
(d) the filing of an involuntary petition for relief under the U.S. Bankruptcy Code against the Company; (e) the issuance of a levy or
writ of execution, attachment or garnishment against all or substantially all of the properties and assets of the Company; and (f) the
dissolution, liquidation, termination or other permanent cessation of business of the Company, or the commencement of any proceedings
or the taking of any action to effect any of the foregoing; and, in the cases of clauses 8(d) through 8(f) above, the failure of any
such action, petition or proceeding to be stayed, suspended, cancelled or dismissed within sixty (60) days.
9. Remedies.
If any Event of Default as provided above should occur, all unpaid principal hereunder and all accrued but unpaid interest thereon may,
at the option of Holder by written notice delivered to the Company (provided that upon an Event of Default described in clauses 8(b)
through 8(f) above and all obligations hereunder shall, without notice or demand) be accelerated and be immediately due and payable,
and Holder shall have and be entitled to exercise, from time to time, all the rights and remedies available to it under applicable law
and as set forth herein. All of Holder’s rights and remedies shall be cumulative, and any failure of Holder to exercise any such
right or remedy shall not be construed as a waiver of the right to exercise the same or any other right or remedy at any time and from
time to time thereafter. Holder may, in its sole and absolute discretion, waive any Event of Default only in writing signed by Holder.
10. Unsecured
Obligation. This Note is not secured by any liens or security interests in, on or covering any assets of the Company.
11. No
Presentment. The Company, for itself and its successors and assigns, waives presentment, demand, protest and notice thereof or of
dishonor, and waives any right to be released by reason of any extension of time or change in the terms of payment.
12. Cancellation.
After all unpaid principal and interest owed on this Note has been indefeasibly paid in full and/or converted into Conversion Shares
pursuant to 5(b) hereof, this Note shall be surrendered to the Company for cancellation and shall not be reissued.
13. Notices.
Any notice or other communications to be given or that may be given pursuant to this Note shall be deemed to have been given: (x) three
(3) calendar days after the deposit of such notice or communication in the United States Mail, registered or certified, return receipt
requested, with proper postage affixed thereto; (y) on the first Business Day after depositing such notice of communication with Federal
Express, Express Mail, or other expedited mail or package delivery service guaranteeing delivery no later than the next Business Day
if next Business Day delivery service has been requested and paid for (or on such subsequent Business Day as such delivery service has
been requested, guaranteed and paid for); or (z) upon delivery if hand delivered or telecopied to the appropriate address and person
as provided or to the person to whose attention the notice is to be given to the other parties in the manner hereinabove provided; provided,
however, that any notice changing Holder’s address or wire address shall be effective only upon receipt by the Company.
14.
Governing Law.
(a) This
Note shall in all respects be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to
the principles of conflict of laws thereof.
(b) Any
suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement
or the transactions contemplated hereunder shall be brought solely in the courts of the State of Florida located in Broward County, Florida
or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Florida AND EACH OF THE PARTIES
HERETO HEREBY (i) CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH
SUIT, ACTION OR PROCEEDING AND WAIVES ANY OBJECTION TO THE VENUE OR THE CONVENIENCE OF FORUM OF ANY SUCH COURTS AND (ii) IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE ADDRESS SET FORTH OR REFERRED TO IN SECTION 13, SUCH SERVICE TO BECOME
EFFECTIVE TEN DAYS AFTER SUCH MAILING.
15. Modification;
Waiver. No amendment, modification, forbearance or waiver of any provision of this Note, and no consent with respect to any departure
by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Holder and the Company.
16. Assignment.
Neither the Company nor the Holder may assign or transfer this Note without the prior written consent of the other party (not to be unreasonably
withheld) provided that, in no event shall this Note or any interest herein be transferable, in whole or in part, to any person or entity
under circumstances that would be reasonably likely to violate or trigger a consent or other approval requirement under applicable laws,
including but not limited to U.S. securities laws, the Foreign Corrupt Practices Act, FINSA, laws restricting money transfers and payments
to persons or entities located in certain restricted countries, foreign nationals identified on any restricted list, and associated regulations
as in existence at the time, and the laws and regulations of any other country. Any such written notice shall set forth in reasonable
detail the identity of the new Holder(s) and the terms of transfer of this Note (including a release by the applicable Holder of any
right to receive any payments hereunder) and the Company shall be obligated to register the transfer of this Note and make payments to
any Holder hereunder only if the Company determines such transfer or payment is not restricted or prohibited by any such laws (and the
due date of any such payment shall be extended by the length of time that any such legal restriction or prohibition exists). This Note
shall inure to the benefit of Holder, its successors and assigns, and to any person to whom Holder may grant an interest in any of the
indebtedness evidenced hereby in compliance with the foregoing restrictions and shall be binding upon the Company and its successors
and assigns. No person or entity not a direct party hereto shall be entitled to enforce any rights or obligations hereunder as a third-party
beneficiary or otherwise.
17. Waiver
of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 17.
18. Time of Essence. Time is of the essence of the payment and performance of this Note.
19. Entire
Agreement. This Note and other agreements and documents referenced herein and therein constitutes the entire understanding between
the parties with respect to the subject matter hereof, and all prior promissory notes and all prior or contemporaneous written and oral
agreements, understandings, representations and statements with respect thereto are merged into, and replaced and superseded by, this
Note.
20. Miscellaneous.
The Company and Holder have participated jointly in the negotiation and drafting of this Note. In the event an ambiguity or question
of intent or interpretation arises, this Note shall be construed as if drafted jointly by the parties and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Note. No delay by Holder
in enforcing its rights hereunder or otherwise, shall prejudice Holder’s rights to enforce this Note. Neither Party to this Note
will be liable to the other for any failure or delay in performance under this Note due to circumstances beyond its reasonable control
including, without limitation, Acts of God, labor disruption, war, terrorist threat or government action, or lack of availability of
wire transfer systems or other international or national systems; provided, that if either party is unable to perform its obligations
under this Note for one of these reasons it shall give prompt written notice thereof to the other party and the time for performance,
if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.
21. Agreement
by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.
22. Documentary
Stamp Taxes. All required documentary stamp taxes due in connection with this Note have been paid.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has executed and delivered this Note on the date first written above.
| |
COMPANY: |
| |
|
| |
AWAYSIS
CAPITAL INC. |
| |
a
Delaware corporation |
| |
|
|
| |
By: |
/s/
Andrew Trumbach |
| |
Name: |
Andrew
Trumbach |
| |
Title:
|
Co-CEO
& CFO |
| HOLDER: |
|
| |
|
| ACKNOWLEDGED
AND ACCEPTED: |
|
| |
|
| By: |
/s/
Andrew Trumbach |
|
| Name: |
HARTHORNE
CAPITAL INC. |
|
[SIGNATURE
PAGE TO CONVERTIBLE PROMISSORY NOTE NO. 1 OF AWAYSIS CAPITAL INC.]
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|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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