Item 1.01 Entry into a Material Definitive Agreement
On
Each Pre-Funded Warrant will have an exercise price equal to
The Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder's election upon 61 days' notice to the Company subject to the terms of such Pre-Funded Warrants, provided that such percentage may in no event exceed 19.99%.
In addition, upon the consummation of a fundamental transaction (as described in the Pre-Funded Warrants), each Pre-Funded Warrant will automatically be converted into the right of the holder of such Pre-Funded Warrant to receive, the same kind and amount of securities, cash or other property that such holders would have received had they exercised such Pre-Funded Warrant immediately prior to such fundamental transaction, without regard to any limitations on exercise contained in the Pre-Funded Warrants.
The Offering is being made pursuant to the Company's effective shelf
registration statement on Form S-3 (File No. 333-266668), including the
prospectus dated
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and termination provisions.
A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, datedNovember 10, 2022 , by and among the Company andJ.P. Morgan Securities LLC ,Cowen and Company, LLC andEvercore Group L.L.C. , as representatives of the several underwriters named in Schedule A thereto 4.1 Form of Pre-Funded Warrant 5.1 Opinion ofRopes & Gray LLP 23.1 Consent ofRopes & Gray LLP (included in Exhibit 5.1 above) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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