Item 1.01. Entry into a Material Definitive Agreement.
On
The shares of common stock issued in the Offering are being issued pursuant to a
"shelf" registration statement (the "Registration Statement") on Form S-3 (File
No. 333-259329) previously filed with the
The closing of the Offering is expected to occur on
The securities purchase agreement contains customary representations,
warranties, agreements and indemnification rights and obligations of the
parties. The Placement Agent agreed to act on a reasonable best efforts basis in
connection with the Offering. The Company agreed to pay the Placement Agent a
cash fee of 7% of the gross proceeds raised in the Offering. The Company also
agreed to reimburse the Placement Agent for up to
The foregoing descriptions of the securities purchase agreement and the placement agency agreement are not complete and are qualified in their entirety by reference to the form of such documents, copies of which are filed as Exhibits 10.1 and 10.2 to this report, respectively, and are incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 5.1 Opinion ofSheppard Mullin Richter & Hampton LLP 10.1 Form of Securities Purchase Agreement 10.2 Form of Placement Agency Agreement 23.1 Consent ofSheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1) 99.1 Press Release, datedAugust 2, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL) 1
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