Item 1.01 Entry into a Material Definitive Agreement.
On
Cowen may sell the Common Stock under the Agreement by any method permitted by
law deemed to be an "at the market" offering as defined in Rule 415 of the
Securities Act of 1933, as amended, including without limitation sales made by
means of ordinary brokers' transactions on The Nasdaq Global Market or otherwise
at market prices prevailing at the time of sale, in block transactions, or as
otherwise directed by the Company. Cowen will use commercially reasonable
efforts to sell the Common Stock from time to time, based upon instructions from
the Company (including any price, time or size limits or other customary
parameters or conditions the Company may impose). The Company will pay Cowen a
commission equal to three percent (3.0%) of the gross sales proceeds of any
Common Stock sold through Cowen under the Agreement, and also has provided Cowen
with customary indemnification rights. In addition, the Company has agreed to
reimburse certain legal expenses and fees by Cowen in connection with the
offering up to a maximum of
The Company is not obligated to make any sales of Common Stock under the Agreement. The offering of shares of Common Stock pursuant to the Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms.
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 herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 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 Exhibit Description 1.1 Sales Agreement, datedOctober 7, 2020 , by and between the Company andCowen and Company, LLC . 5.1 Opinion ofCooley LLP . 23.1 Consent ofCooley LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). 2
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