Item 1.01 Entry into a Material Definitive Agreement.
On
The Purchase Agreement contains customary representations and warranties and
agreements of the Company and the Purchasers and customary indemnification
rights and obligations of the parties. The closing of the Offering is expected
to occur on or about
As compensation to
The foregoing summaries of the Purchase Agreement, the Warrants and the Placement Agent Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K (the "Report"), which are incorporated herein by reference.
The Shares in the Offering were offered by the Company pursuant to a
registration statement on Form S-3 (File No. 333-253117), which was filed with
the
Neither the issuance of the Warrants, the Placement Agent Warrants nor the shares of Common Stock issuable upon the exercise of the Warrants or the Placement Agent Warrants are registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. The Warrants, the Placement Agent Warrant and the shares of Common Stock issuable upon the exercise of the Warrants and the Placement Agent Warrants will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of 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 3.02 Unregistered Sales of
The information contained in Item 1.01 of this Report on Form 8-K in relation to the Warrants, the Placement Agent Warrant and the shares of Common Stock issuable upon the exercise of the Warrants and the Placement Agent Warrants is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Document 4.1 Form of Warrant. 4.2 Form of Placement Agent Warrant. 5.1 Opinion ofTroutman Pepper Hamilton Sanders LLP . 10.1 Form of Securities Purchase Agreement. 23.1 Consent ofTroutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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