Item 1.01. Entry into a Material Definitive Agreement.
On
The Agreement contains customary representations, warranties and agreements by the Company, including obligations of the Company to indemnify the Distribution Agent for certain liabilities under the Securities Act. Under the terms of the Agreement, the Company will pay the Distribution Agent a commission of up to 3.0% of the gross proceeds from sales of the Shares. In addition, the Company has agreed to pay certain expenses incurred by the Distribution Agent in connection with the offering. The offering of the Shares pursuant to the Agreement will terminate upon the earlier of (i) such date that the aggregate gross sales proceeds of Shares sold pursuant to the Agreement equal the total dollar amount listed in the Agreement or (ii) the termination of the Agreement by the Company or the Distribution Agent, in accordance with the terms of the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these 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 other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d). Exhibits.
1.1 Equity Distribution Agreement, datedMay 11, 2020 , by and between the Company and the Distribution Agent. 5.1 Opinion ofNorton Rose Fulbright US LLP . 23.1 Consent ofNorton Rose Fulbright US LLP (contained in Exhibit 5.1).
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