Item 1.01 Entry into a Material Definitive Agreement.
On
After the registration statement becomes effective and upon delivery of a placement notice and subject to the terms and conditions of the 2022 Sales Agreement, Cowen may sell the Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Capital Market or on any other existing trading market for the Common Stock. Cowen will use commercially reasonable efforts to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Cowen a commission equal to three percent (3.0%) of the gross sales proceeds of any Placement Shares sold through Cowen under the 2022 Sales Agreement, and also has provided Cowen with customary indemnification and contribution rights.
The Company is not obligated to make any sales of Common Stock under the 2022 Sales Agreement. The offering of Placement Shares pursuant to the 2022 Sales Agreement will terminate upon the earlier of (i) the sale of all Placement Shares subject to the 2022 Sales Agreement or (ii) termination of the 2022 Sales Agreement in accordance with its terms.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Company entering into the 2022 Sales Agreement with
Cowen, on
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