Item 1.01 Entry into a Material Definitive Agreement.
On
The Company has also granted the Underwriters a 45-day option to purchase up to an additional 213,953 shares of Common Stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any (the "Option Shares" and together with the Firm Shares, the "Shares").
The Offering is being registered and the Shares will be issued pursuant to the
Company's effective shelf registration statement on Form S-3 (File No.
333-225227) (the "Registration Statement"), which was initially filed with the
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The Underwriters will purchase the Firm Shares from the Company at a price of
Under the Underwriting Agreement, pursuant to a certain "lock-up" agreement and
subject to certain exclusions as set forth therein, the Company has agreed,
without first obtaining the written consent of the Representative and subject to
certain exceptions, not to, for a period of 30 days from the date of the
Underwriting Agreement, (1) offer, pledge, sell or otherwise transfer or dispose
of, directly or indirectly, any shares of capital stock of the Company, (2) file
or caused to be filed any registration statement with the
Provided that the Firm Shares are sold in accordance with the terms of the Underwriting Agreement, the Representative shall have, for a period of 6 months after the date the Offering is completed, a right of participation to participate as an underwriter and/or placement agent for up to fifty percent (50%) of any and all future public offerings during such 6-month period of the Company or any subsidiary of the Company; provided, however, that this right will not apply to any offering conducted in conjunction with a merger, business combination, strategic transaction or joint venture or similar-type transaction.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, datedJune 8, 2020 , between the Company andAegis Capital Corp. , as representative of the underwriters named on Schedule 1 thereto 5.1 Opinion ofSullivan and Worcester LLP 23.1 Consent ofSullivan and Worcester LLP (included in opinion ofSullivan and Worcester LLP filed as Exhibit 5.1) 99.1 Press Release announcing the Offering
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