Item 1.01 Entry into a Material Definitive Agreement.
On
In addition, pursuant to the underwriting agreement, we granted the underwriters a 45-day option, or the Overallotment Option, to purchase up to 705,882 additional shares of our common stock. The Overallotment Option has not been exercised.
On
The shares of common stock were being offered and sold to the public pursuant to
the Company's registration statement on Form S-3 and an accompanying prospectus
(File No. 333-221178), which was declared effective by the
Pursuant to the underwriting agreement, we agreed to pay the underwriters a cash
fee equal to 7.25% of the aggregate gross proceeds raised in the public
offering. We also agreed to pay certain expenses of the underwriters, including
legal and diligence fees, not to exceed
The underwriting agreement contains representations, warranties and covenants made by us that are customary for transactions of this type. Under the terms of the underwriting agreement, we agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the underwriting agreement were made only for purposes of such underwriting 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 underwriting agreement.
The underwriting agreement provides that we agree, for a period of 90 days from the date of this offering, that we will not (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise.
Our officers and directors have also agreed, subject to limited exceptions, for a period of 90 days after the date of the underwriting agreement, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any shares of common stock or any securities convertible into or exchangeable for our common stock either owned as of the date of the underwriting agreement or thereafter acquired without the prior written consent of the underwriters. The underwriters may, in their sole discretion and at any time or from time to time before the termination of the lock-up period, without notice, release all or any portion of the securities subject to lock-up agreements.
The description 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 to this Current Report on Form 8-K and is incorporated herein by this reference.
This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
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This report contains forward-looking statements. Forward-looking statements
include, but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other statements related
to its future activities or future events or conditions. These forward-looking
statements are identified by the use of words such as "believe," "expect,"
"prepare," "anticipate," "target," "launch," and "create," or similar
expressions including statements about commercial operations, technology
progress, growth and future financial performance of the Company.
Forward-looking statements in this presentation are subject to certain risks and
uncertainties inherent in the Company's business that could cause actual results
to vary, including such risks that the Company's security applications may be
insufficient; the Company's ability to adapt to rapid technological change;
adverse effects on the Company's relationships with Automated Clearing House,
bank sponsors and credit card associations; the Company's ability to comply with
federal or state regulations; the Company's exposure to credit risks, data
breaches, fraud or software failures, the uncertainty caused by the pandemic and
other risks detailed from time to time in the Company's filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 1.1 Underwriting Agreement between the Company andLadenburg Thalmann & Co. ,
Inc. as representative, dated
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