Item 1.01 Entry into a Material Definitive Agreement
On
Pursuant to the Sales Agreement, sales of the Common Stock, if any, will be made
under the Company's previously filed and effective Registration Statement on
Form S-3 (File No. 333-235238) and an applicable prospectus supplement, by any
method that is deemed to be an "at the market offering" as defined in Rule
415(a)(4) under the Securities Act of 1933, as amended ("Act"). Subject to the
terms and conditions of the Sales Agreement, the Agent may sell the Common Stock
by any method permitted by law deemed to be an "at the market offering" as
defined in Rule 415(a)(4) under the Act. The Agent will use commercially
reasonable efforts to sell the Common Stock 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
the Agent a commission of three percent (3%) of the gross sales proceeds of any
Common Stock sold through the Agent under the Sales Agreement, and also has
provided the Agent with certain indemnification rights. The Company will also
reimburse the Agent for certain specified expenses in connection with entering
into the Sales Agreement up to a maximum of
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report:
Exhibit Exhibit Description Method of Filing Number 1.1 At The Market Issuance Sales Agreement Incorporated by reference dated June 5, 2020 between B. Riley from the Company's Current Securities, Inc. and the Company Report on Form 8-K filed on June 5, 2020 5.1 Opinion of Greenberg Traurig, LLP Filed Electronically herewith 23.1 Consent of Greenberg Traurig, LLP Filed Electronically (included in Exhibit 5.1) herewith 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source