Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Distribution Agreement, the Company may sell from
time to time or through the Distribution Agents shares of the Company's common
stock, par value
The Company filed a prospectus supplement,
The Company has no obligation to sell any of the Shares and the Distribution Agents are not required to sell any specific number or dollar amount of shares of the Common Stock under the Distribution Agreement, and the Company or the Distribution Agents may at any time suspend sales under the Distribution Agreement or terminate the Distribution Agreement in accordance with its terms.
Subject to the terms and conditions of the Distribution Agreement, the Distribution Agents will use their commercially reasonable efforts to sell on the Company's behalf, from time to time consistent with its normal sales and trading practices, such Shares 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 has provided the Distribution Agents with customary indemnification rights, and the Distribution Agents will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold. The Distribution Agreement contains customary representations and warranties, and the Company is required to deliver customary closing documents and certificates in connection with sales of the Shares.
The Shares will be issued pursuant to the Company's existing shelf registration
statement on Form S-3 (File No. 333-225517) (the "Registration Statement"),
which was filed with the
The foregoing description of the Distribution Agreement is not complete and is
qualified in its entirety by reference to the full text of the Distribution
Agreement, a copy of which is filed as Exhibit 1.1 herewith and incorporated
herein by reference. A copy of the opinion of
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. Exhibit No. Description 1.1 Amended and Restated Distribution Agreement, datedSeptember 25, 2020 , by and amongBrainstorm Cell Therapeutics Inc. ,SVB Leerink LLC andRaymond James & Associates, Inc. 5.1 Opinion ofGoodwin Procter LLP 23.1 Consent ofGoodwin Procter LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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