Item 8.01 Other Events. Sales Agreement
On
Subject to the terms and conditions of the Sales Agreement, Cowen will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company's instructions. The Company has provided Cowen with customary indemnification rights, and Cowen will be entitled to a commission equal to three percent (3.0%) of the gross sales price of the Shares sold through it pursuant to the Sales Agreement.
The Shares will be offered and sold by the Company pursuant to its registration
statement on Form S-3 which will become automatically effective upon filing with
the
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
This Current Report on Form 8-K does not constitute an offer to sell the Shares or a solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares 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 jurisdiction.
Recent Developments
In
In
Forward-Looking Statements
The Company cautions readers that statements contained in this report regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company's current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding: the initiation of a Phase 1/2 clinical trial of AOC 1001 and the timing thereof; and plans to commence clinical trials for AOC 1044 and the AOC FSHD program and the timing thereof. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties inherent in the Company's business, including, without limitation: the Company is early in its development efforts and all of its development programs are in the preclinical or discovery stage; the Company's approach to the discovery and development of product candidates based on its AOC platform is unproven, and the Company does not know whether it will be able to develop any products of commercial value; potential delays in the commencement, enrollment and completion of clinical trials; disruption to the Company's operations from the COVID-19 pandemic; the success of the Company's preclinical studies and clinical trials for its product candidates; the results of preclinical studies and early clinical trials are not necessarily predictive of future results; the Company's dependence on third parties in connection with preclinical
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testing and product manufacturing; unexpected adverse side effects or inadequate
efficacy of the Company's product candidates that may limit their development,
regulatory approval and/or commercialization, or may result in recalls or
product liability claims; regulatory developments in
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Sales Agreement, datedJuly 2, 2021 , betweenAvidity Biosciences, Inc. andCowen and Company, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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