Item 1.02 Termination of a Material Definitive Agreement.
On January 20, 2021, the Company delivered notice to Lincoln Park Capital Fund,
LLC, an Illinois limited liability company ("Lincoln Park Capital") terminating
the Purchase Agreement, dated September 8, 2020 (the "2020 Purchase Agreement"),
with Lincoln Park Capital effective January 21, 2021 (the "Termination Date").
The 2020 Purchase Agreement provided that, upon the terms and subject to the
conditions and limitations set forth therein, the Company has the right to sell
to Lincoln Park Capital up to $26 million of shares of the Company's common
stock, par value $0.01 per share ("Common Stock"), over the 36-month term of the
2020 Purchase Agreement. In consideration for entering into the 2020 Purchase
Agreement, the Company issued to Lincoln Park Capital 437,828 shares of the
Company's Common Stock.
Concurrently with entering into the 2020 Purchase Agreement, the Company also
entered into a registration rights agreement with Lincoln Park Capital (the
"Registration Rights Agreement"), pursuant to which the Company agreed to file
one or more registration statements, as permissible and necessary under the
Securities Act of 1933, as amended (the "Securities Act"), to register the sale
of the shares of the Company's Common Stock that have been and may be issued to
Lincoln Park Capital under the 2020 Purchase Agreement. On September 8, 2020,
the Company filed a Prospectus Supplement to the Prospectus dated October 12,
2018 with the Securities and Exchange Commission registering all the shares of
Common Stock that may be offered to Lincoln Park Capital from time to time under
the 2020 Purchase Agreement. From September 8, 2020 through the Termination
Date, the Company sold 2,845,000 shares of Common Stock under the 2020 Purchase
Agreement generating proceeds of $2.2 million. The Company has no further
obligations under the 2020 Purchase Agreement.
The descriptions of the 2020 Purchase Agreement and the Registration Rights
Agreement contained in this Current Report on Form 8-K do not purport to be
complete and are qualified in their entirety by reference to the copies of the
2020 Purchase Agreement and the Registration Rights Agreement filed as Exhibit
10.1 and Exhibit 4.1, respectively, to the Current Report on Form 8-K filed on
September 8, 2020.
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