Item 1.01. Entry into a Material Definitive Agreement.
On
The Registered Offering resulted in gross proceeds of approximately
The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company, including a prohibition on the Company conducting certain variable rate transactions for a period of one year from the closing of the Offering, subject to certain exceptions.
Placement Agent's Fees and Expenses
Pursuant to an engagement agreement, dated
The Company will also issue to the Placement Agent, or its designees, warrants
(the "Placement Agent's Warrants") to purchase up to 61,133 shares of Common
Stock, which represents 7.0% of the Shares sold in the Registered Offering. The
Placement Agent's Warrants have an exercise price of
The foregoing summaries of the Purchase Agreement and the Placement Agent Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (the "Report"), and which are incorporated herein in their entirety by reference.
The Company is filing the opinion of its counsel,
This Report does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K under
the heading "Placement Agent Fees and Expenses" is hereby incorporated by
reference into this Item 3.02 in its entirety. The Placement Agent Warrants and
the shares of Common Stock underlying the Placement Agent Warrants have not been
registered under the Securities Act and have been issued in reliance on an
exemption from the registration requirements of the Securities Act afforded by
Section 4(a)(2) thereof. The Placement Agent Warrants and the shares of the
Company's Common Stock underlying the Placement Agent Warrants may not be
offered or sold in
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purchase or a solicitation of an offer to sell securities. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
Item 8.01 Other Events. Registered Offering
The Information in Item 1.01 above is hereby incorporated by reference into this
Item 8.01. In connection with the Registered Offering, on
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 4.1 Form of Placement Agent's Warrant 5.1 Opinion ofSheppard, Mullin, Richter & Hampton, LLP 10.1 Form of Securities Purchase Agreement 99.1 Press Release, datedMarch 27, 2020
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