Item 1.01. Entry Into a Material Definitive Agreement.
On
Because there is no minimum offering amount required pursuant to the Sales Agreement, the actual total public offering amount, commissions and proceeds to the Company, if any, are not determinable at this time. The Company expects to use any net proceeds for general corporate purposes, which may include operating expenses, working capital, and to further or execute upon potential strategic transactions or relationships.
The Company made certain customary representations, warranties, and covenants in the Sales Agreement and also agreed to indemnify the agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Sales Agreement is not intended to provide any other factual information about the Company. The representations, warranties, and covenants contained in the Sales Agreement were made only for purposes of the Sales Agreement, including the allocation of risk between the parties thereto, and as of specific dates, were solely for the benefit of the parties to the Sales Agreement, and may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Sales Agreement.
A copy of the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description 1.1 Equity Offering Sales Agreement, datedNovember 9, 2021 , by and among the Company,D.A. Davidson & Co. andNorthland Securities, Inc. Opinion ofPolsinelli PC regarding 5.1 legality of the shares of common stock 23.1 Consent ofPolsinelli PC (included in Exhibit 5.1) Cover Page Interactive Data File 104 (embedded within the Inline XBRL document) 2
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