Item 1.01. Entry into a Material Definitive Agreement.
On
Sales of the Shares, if any, pursuant to the Sales Agreement, may be made in
sales deemed to be an "at the market offering" as defined in Rule 415(a)(4)
promulgated under the Securities Act, including sales made directly on or
through the
Under the terms of the Sales Agreement, the Company will pay the Agent a commission of up to 3.0% of the gross proceeds of the Shares sold through it under the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, customary indemnification obligations of the Company and the Agent against certain liabilities, including for liabilities under the Securities Act, and termination provisions.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
A copy of the opinion of
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit
1.1 Controlled Equity OfferingSM Sales Agreement, datedJune 8, 2023 , by and between the Company andCantor Fitzgerald & Co. 5.1 Opinion ofHolland & Knight LLP . 23.1 Consent ofHolland & Knight LLP (contained in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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