Item 1.01. Entry into a Material Definitive Agreement.
On
The net proceeds to the Company from the offering, after deducting the placement
agents' fees and offering expenses, are expected to be approximately
The Common Shares sold in the offering were offered and sold by the Company
pursuant to an effective shelf registration statement on Form S-3, that was
originally filed on
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. The form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement is subject to, and qualified in their entirety by, such agreement, which is incorporated herein by reference.
The legal opinion and consent of
Item 8.01. Other Events.
On
The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the United States Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit No. Description. 5.1 Opinion ofCarmel, Milazzo & DiChiara LLP 10.1 Form of Securities Purchase Agreement, datedJanuary 23, 2020 . 23.1 Consent ofCarmel, Milazzo & DiChiara LLP (included in the opinion ofCarmel, Milazzo & DiChiara LLP as Exhibit 5.1) 99.1 Press Release, datedJanuary 24, 2020
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