Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Sales Agreement,
The Company will pay
The Company is not obligated to make any sales of Placement Shares under the Sales Agreement. No assurance can be given that the Company will sell any Placement Shares under the Sales Agreement, or, if it does, as to the price or amount of Placement Shares that it sells or the dates when such sales will take place. The offering of Placement Shares pursuant to the Sales Agreement will terminate upon the earlier to occur of (i) the issuance and sale of all Placement Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement in accordance with its terms.
Because there is no minimum offering amount required pursuant to the Sales Agreement, the total number of shares to be sold under the Sales Agreement, if any, and proceeds to the Company, if any, are not determinable at this time. The Company expects to use any net proceeds for working capital, capital expenditures and for general corporate purposes.
The Sales Agreement contains representations, warranties and covenants that are
customary for transactions of this type. In addition, the Company has agreed to
indemnify
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 1.1 Sales Agreement, datedJanuary 27, 2023 , by and between the Company andSVB Securities LLC 5.1 Opinion ofGoodwin Procter (UK) LLP 23.1 Consent ofGoodwin Procter (UK) LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101)
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