Item 1.01 Entry into a Material Definitive Agreement.
On
Upon delivery of a placement notice to one of the Agents and subject to the
terms and conditions of the Sales Agreement, sales, if any, of the Shares may be
made in negotiated transactions or transactions that are deemed to be "at the
market offerings" as defined in Rule 415(a)(4) under the Securities Act of 1933,
as amended (the "Securities Act"), including sales made directly on the
The Company or Agents may suspend or terminate the Sales Agreement upon written notice to the other party for any reason or at any time under certain circumstances as described in the Sales Agreement.
The Sales Agreement contains customary representations, warranties and agreements by the Company, and indemnification rights and obligations of the parties. The Sales Agreement provides that the Agents will be entitled to compensation for their services of 3.0% of the gross sales price of the Shares of Common Stock sold through the Agents under the Sales Agreement. Under the terms of the Sales Agreement, the Company has agreed to indemnify the Agents against certain specified types of liabilities, including liabilities under the Securities Act, to contribute to payments the Agents may be required to make in respect of these liabilities, and to reimburse the Agents for certain expenses.
The above summary of the Sales Agreement does not purport to be complete and is
qualified in its entirety by reference to the Sales Agreement, a copy which is
attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated
herein by reference. The legal opinion of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Sales Agreement, datedJanuary 27, 2022 , by and betweenApplied Molecular Transport Inc. ,SVB Leerink LLC andJMP Securities LLC 5.1 Opinion ofWilson Sonsini Goodrich & Rosati , Professional Corporation 23.1 Consent ofWilson Sonsini Goodrich & Rosati , Professional Corporation (included with the opinion filed as Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source