Item 1.01. Entry Into a Material Definitive Agreement
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The Sales Agents will be entitled to compensation under the terms of the Sales Agreements at a commission of up to 2.0% of the gross sales price per share of the Company's common stock sold pursuant to the Sales Agreements. In connection with the sale of the Company's common stock on its behalf, the Sales Agents will be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the compensation of the Sales Agents will be deemed to be underwriting commissions or discounts. The Company has also agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act.
The foregoing description of the Sales Agreements is not complete and is qualified in its entirety by reference to the full text of the Sales Agreements, which are attached hereto as Exhibits 1.1, 1.2 and 1.3 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.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 1.1 Sales Agreement, dated as ofDecember 19, 2019 , by and among the Company,Gladstone Management Corporation ,Gladstone Administration, LLC andWedbush Securities Inc. , as sales agent. 1.2 Controlled Equity OfferingSM Sales Agreement, dated as ofDecember 19, 2019 , by and among the Company,Gladstone Management Corporation ,Gladstone Administration, LLC andCantor Fitzgerald & Co. , as sales agent. 1.3 Sales Agreement, dated as ofDecember 19, 2019 , by and among the Company,Gladstone Management Corporation ,Gladstone Administration, LLC andLadenburg Thalmann & Co. Inc. , as sales agent. 5.1 Opinion ofProskauer Rose LLP , datedDecember 19, 2019 . 23.1 Consent ofProskauer Rose LLP (included in Exhibit 5.1).
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