Item 1.01. Entry into a Material Definitive Agreement
On
Pursuant to the Equity Distribution Agreement, the Shares may be offered and
sold through the Sales Agents in transactions that are deemed to be "at the
market" offerings as defined in Rule 415 under the Securities Act of 1933, as
amended, including sales made directly on the
The Shares will be issued pursuant to the Company's Registration Statement on
Form S-3 (File No. 333-236144). The Company has filed a prospectus supplement,
dated
The Sales Agents and their affiliates have provided, and may in the future provide, investment banking, brokerage and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commissions for their services, respectively.
The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the entire Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 1.1, and incorporated herein by reference.
In connection with the filing of the Equity Distribution Agreement, the Company
is filing as Exhibit 5.1 hereto an opinion of its
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 1.1 Equity Distribution Agreement, datedAugust 4, 2020 , by and among the Company,Bimini Advisors, LLC ,J.P. Morgan Securities LLC ,JMP Securities LLC ,JonesTrading Institutional Services LLC andMUFG Securities Americas Inc. 5.1 Opinion ofVenable LLP , datedAugust 4, 2020 , with respect to the legality of the shares 8.1 Opinion ofVinson & Elkins L.L.P. , datedAugust 4, 2020 , with respect to tax matters 23.1 Consent ofVenable LLP (included in exhibit 5.1) 23.2 Consent ofVinson & Elkins L.L.P. (included in Exhibit 8.1) 104 Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document
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