Item 1.01. Entry into a Material Definitive Agreement.
On
The gross proceeds to the Company from the Offering are approximately
Each pre-funded warrant has an exercise price of
The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act") and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Securities Purchase 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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Securities Purchase Agreement.
As part of the Securities Purchase Agreement, subject to certain exceptions, certain of the Company's officers and directors agreed not to sell or otherwise dispose of any of the Company's common stock held by them for a period beginning on the date of execution of the applicable lock-up agreements by each such officer and director and ending 45 days after the closing date of the Offering. The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Securities Purchase Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
The exercise price and the number of shares of common stock purchasable upon the exercise of the warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, reclassifications and combinations of the Company's common stock. If, at any time warrants are outstanding, any fundamental transaction occurs, as described in the warrants and generally including any consolidation or merger into another corporation, the consummation of a transaction whereby another entity acquires more than 50% of the Company's outstanding voting stock, or the sale of all or substantially all of its assets, the successor entity must assume the obligations to the warrant holders. Additionally, in the event of a fundamental transaction, each holder of common warrants will have the right to require the Company, or its successor, to repurchase such warrants for an amount of cash equal to the Black Scholes value of the remaining unexercised portion of such warrants. The foregoing summary of the warrants does not purport to be complete and is subject to, and qualified in its entirety by, the form of common warrant and pre-funded warrant, which are filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.
The shares and warrants being offered and sold in the Offering, and the shares
of Company's common stock issuable upon the exercise of the warrants, have been
registered under the Securities Act pursuant to the Company's effective shelf
registration statement on Form S-3 and an accompanying prospectus (Registration
Statement No. 333-262865) as declared effective by the
The Company also agreed to amend certain existing warrants to purchase up to an
aggregate of 5,261,311 shares of common stock at an exercise price of
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A copy of the opinion of
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