Item 1.01 Entry into a Material Definitive Agreement.
Sales Agreement
On
Subject to the terms and conditions of the Sales Agreement, the Agent agreed to use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company's instructions. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Sales Agreement. The Offering will terminate upon (a) the election of the Agent upon the occurrence of certain adverse events, (b) ten business days' advance notice from one party to the other, or (c) the sale of all of the Shares.
Under the terms of the Sales Agreement, the Agent will be entitled to a commission at a fixed rate of 3.0% of the gross proceeds from each sale of Shares under the Sales Agreement. The Company will also reimburse the Agent for certain expenses incurred in connection with the Sales Agreement, and agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The Company currently intends to use any net proceeds from the Offering for general corporate purposes, which may include repayment of indebtedness, increasing the Company's working capital or financing acquisitions and capital expenditures.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The Sales Agreement contains representations, warranties and covenants of the Company and the Agent that are customary for transactions of this type. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
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 Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements that involve
risks and uncertainties, such as statements related to expectations regarding
the Offering and the expected use of proceeds from the Offering. The risks and
uncertainties involved include the Company's ability to satisfy certain
conditions to closing on a timely basis or at all, market conditions, and other
risks detailed from time to time in the Company's periodic reports and other
filings with the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1 Sales Agreement, dated as ofAugust 28, 2020 , by and betweenCounterPath Corporation and A.G.P./Alliance Global Partners .* 5.1 Opinion ofClark Wilson LLP . 23.1 Consent ofClark Wilson LLP (included in Exhibit 5.1). 99.1 News Release datedAugust 28, 2020 .
* Non-material schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K.
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