Item 1.01 Entry into a Material Definitive Agreement.
Equity Distribution Agreement
On
Any sales of Shares pursuant to the Agreement will be made under the Company's
effective "shelf" registration statement (the "Registration Statement") on Form
S-3 (File No. 333-248107), including the related prospectus, that was filed with
the
Under the Agreement, the Company may sell Shares through the Manager by any method permitted by law 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.
Sales of the Shares, if any, may be made at market prices prevailing at the time
of sale, subject to such other terms as may be agreed upon at the time of sale,
including a minimum sales price that may be stipulated by the Company's Board of
Directors. The Company or the Manager, under certain circumstances and upon
notice to the other, may suspend the offering of the Shares under the Agreement.
The offering of the Shares pursuant to the Agreement will terminate upon the
sale of Shares in an aggregate offering amount equal to
The Company will pay a commission to the Manager of 2.75% of the gross offering proceeds of the Shares sold pursuant to the Agreement and will pay the Manager all expenses incident to the performance of its obligations under the Agreement. The Company has also provided the Manager with customary indemnification rights. The Company is not obligated to make any sales of Shares under the Agreement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Agreement is also incorporated by reference into the Registration Statement.
A copy of the opinion of
The above disclosure 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 NUMBER Description 1.1 Equity Distribution Agreement, datedMarch 9, 2021 , by and between the Company andCraig-Hallum Capital Group LLC 5.1 Opinion ofThompson Coburn LLP 23.1 Consent ofThompson Coburn LLP (included in Exhibit 5.1) 2
--------------------------------------------------------------------------------
© Edgar Online, source