Item 1.01 Entry into a Material Definitive Agreement.
On
Sales of the Shares, if any, may be made in any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"). Under the Sales Agreement, the Agent (at the Company's election) will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the Shares as directed by the Company on the terms and subject to the conditions of the Sales Agreement. The compensation payable to the Agent for sales of Shares pursuant to the Sales Agreement will be equal to 3.0% of the gross sales price for any Shares sold through it as sales agent under the Sales Agreement.
Shares sold under the Sales Agreement, if any, will be issued pursuant to the
Company's shelf registration statement on Form S-3 (No. 333-257567) (the
"Registration Statement") that the
The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of the sale of all Common Stock subject to the Sales Agreement or the termination of the Sales Agreement by the Company or by the Agent.
This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 At Market Issuance Sales Agreement, dated as ofMarch 15, 2022 5.1 Opinion ofNeal, Gerber & Eisenberg LLP relating to the validity of the shares to be issued pursuant to the Sales Agreement, dated as ofMarch 15, 2022 23.1 Consent ofNeal, Gerber & Eisenberg LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).
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