Item 1.01 Entry Into a Material Definitive Agreement.
On
The Sales Agents may sell the Placement Shares 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
through the Nasdaq Capital Market ("Nasdaq") or into any other existing trading
market for the Common Stock, in privately negotiated transaction with the
consent of the Company, and as block transactions. The Sales Agents will use
commercially reasonable efforts consistent with its normal trading and sales
practices and applicable state and federal law, rules and regulations and the
rules of Nasdaq to sell the Placement Shares 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
the Sales Agents a commission equal to 3.0% of the gross sales proceeds of any
Placement Shares sold through the Sales Agents under the Agreement, and also has
provided the Sales Agents with customary indemnification and contribution
rights. In addition, the Company has agreed to reimburse legal expenses of the
Sales Agents in an amount not to exceed
The Company is not obligated to make any sales of Common Stock under the Agreement. The Company or the Sales Agents may suspend or terminate the offering of Placement Shares upon notice to the other party and subject to other conditions.
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. 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 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 No. Description 1.1 At Market Sales Agreement datedNovember 25 2020 by and amongGTY Technology Holdings Inc. ,B. Riley Securities, Inc. andNeedham & Company . 5.1 Opinion ofTCF Law Group PLLC 23.1 Consent ofTCF Law Group PLLC (included in Exhibit 5.1)
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