Item 1.01 Entry into a Material Definitive Agreement.
On
Subject to the terms and conditions of the Sales Agreement, the Agent will use
its commercially reasonable efforts to sell, on the Company's behalf, the shares
of common stock offered by the Company under the Sales Agreement. Sales of the
Company's common stock, if any, made under the Sales Agreement may be made in
sales deemed to be "at-the-market offerings" as defined in Rule 415 under the
Securities Act of 1933, as amended, or the Securities Act, including by sales
made directly on or through the
Actual sales will depend on a variety of factors to be determined by the Company from time to time.
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The Sales Agreement provides that the Agent will be entitled to compensation for its services of up to 2.0% of the aggregate gross proceeds from each sale of Shares. The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement.
The Shares will be issued pursuant to the Company's effective shelf registration
statement, as defined under Rule 405 under the Securities Act, on Form S-3
(Registration No. 333-261381) (the "Registration Statement"). The Company filed
a prospectus supplement (the "Prospectus Supplement"), dated
The Sales Agreement contains customary representations, warranties, and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions. A copy of the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the descriptions of the material terms of the Sales Agreement in this Item 1.01 are qualified in their entirety by reference to such Exhibit, which is incorporated herein by reference.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
1.1 At Market Offering Sales Agreement, dated
5.1 Opinion of
23.1 Consent of
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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