Item 1.01. Entry Into a Material Definitive Agreement.
On
Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Company may instruct the Agent not to sell the Shares if the sales cannot be effected at or above the price designated by the Company from time to time.
The Company is not obligated to make any sales of the Shares under the Sales Agreement. The Company or the Agent may suspend or terminate the Offering upon notice to the other party and subject to other conditions.
The Company will pay the Agent a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide the Agent with customary indemnification and contribution rights. The Company also agreed to reimburse the Agent for certain specified expenses in connection with entering into the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is
qualified in its entirety by reference to the full text of such agreement, a
copy of which is filed herewith as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The Company previously filed
the Original Agreement as Exhibit 10.1 to its Current Report on Form 8-K filed
with the
The Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement and any accompanying prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Item 5.08. Shareholder Director Nominations.
On
Due to the fact that the Annual Meeting will be held more than 30 calendar days
from the date of the Company's 2020 Annual Meeting of Stockholders, the due
dates for the provision of any qualified stockholder proposal or qualified
stockholder nominations under the rules of the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 5.1 Opinion ofCooley LLP . 10.1 Amendment No. 1 to Capital on DemandTM Sales Agreement, datedApril 6, 2021 , by and betweenARCA biopharma, Inc. andJonesTrading Institutional Services LLC . 23.1 Consent ofCooley LLP (included in Exhibit 5.1).
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