Item 1.01 Entry into a Material Definitive Agreement.
On
The Shares will be sold to the purchasers at a public offering price of
The Underwriting Agreement contains customary representations and warranties,
conditions to closing, market standoff provisions, termination provisions and
indemnification obligations, including for liabilities under the Securities Act
of 1933, as amended. The representations, warranties and covenants contained in
the Underwriting Agreement were made only for purposes of such agreement and as
of specific dates, and were solely for the benefit of the parties to the
Underwriting Agreement. The Company estimates that the net proceeds from the
Offering will be approximately
The Offering is being made pursuant to the shelf registration statement on
Form S-3 (File No. 333-266523) previously filed by the Company with the
The foregoing description of the Underwriting Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
The legal opinion of
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 1.1 Underwriting Agreement datedJanuary 19, 2023 5.1 Opinion ofGoodwin Procter LLP 23.1 Consent ofGoodwin Procter LLP (included in Exhibit 5.1) 104 Cover Page lnteractive Data File (embedded within the Inline XBRL document).
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