Item 1.01 Entry into a Material Definitive Agreement.
On
The Offering is being made pursuant to the Company's shelf registration
statement on Form S-3(File No. 333-237175), declared effective by the
The Underwriting Agreement contains customary representations, warranties,
covenants and agreements by the Company, 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 representations, warranties, covenants and agreements contained
in the Underwriting Agreement were made only for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the contracting
parties. The Company's directors, executive officers and certain of its
stockholders have agreed, subject to certain exceptions, not to sell or transfer
any shares of Common Stock for 90 days, and the Company has agreed, subject to
certain exceptions, not to sell or transfer any shares of the Company's Common
Stock for 90 days, in each case, after
The foregoing description of the terms of each of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
A copy of the opinion of
Item 8.01 Other Events. Press Release
On
Risk Factors Update
In connection with the Offering, the Company has also updated its risk factor
disclosure from the disclosure contained in the Company's prior filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 6, 2021 , by and among the Company,SVB Leerink LLC andPiper Sandler & Co. , as the Representatives of the several underwriters named therein. 5.1 Opinion ofCooley LLP . 23.1 Consent ofCooley LLP (included in Exhibit 5.1). 99.1 Press release datedJanuary 6, 2021 . 99.2 Risk Factors.
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