Item 1.01 Entry into a Material Definitive Agreement.
On
In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option (the "Overallotment Option") to purchase up to (i) 12,500,000 additional shares of Common Stock and/or (ii) additional Warrants to purchase up to 12,500,000 additional shares of Common Stock, solely to cover over-allotments.
The closing of the Offering is expected to occur on
The Offering was made under a registration statement on Form S-3 (File
No. 333-268282) that was declared effective by the
Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. In addition, the Underwriting Agreement also contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. The representations, warranties and covenants 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 such parties.
The Underwriting Agreement, and form of Warrant are filed as Exhibit 1.1 and Exhibit 4.1, respectively, and incorporated by reference herein. The foregoing description of the Underwriting Agreement, and form of Warrant does not purport to be complete and is qualified in its entirety by reference to such exhibits. The Underwriting Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Underwriting Agreement and in the context of the specific relationship
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between the parties. The provisions of the Underwriting Agreement, including the
representations and warranties contained therein, are not for the benefit of any
party other than the parties to the Underwriting Agreement and are not intended
as a document for investors and the public to obtain factual information about
the Company's current state of affairs. Rather, investors and the public should
look to other disclosures contained in the Company's filings with the
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Item 8.01. Other Events.
On
This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as ofApril 14, 2023 , by and among the Company,Ladenburg Thalmann & Co. Inc. and A.G.P./Alliance Global Partners 4.1 Form of Warrant 5.1 Opinion ofBallard Spahr LLP 23.1 Consent ofBallard Spahr (included in Exhibit 5.1). 99.1 Press Release datedApril 14, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -3-
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