Item 1.01. Entry into a Material Definitive Agreement.
On
The offer and sale of the Shares will be made pursuant a shelf registration
statement on Form S-3 and a related prospectus supplement, which the Company
filed with the
The Company is not obligated to sell any Shares pursuant to the Agreement.
Subject to the terms and conditions of the Agreement,
Under the Agreement,
The Agreement may be terminated for any reason, at any time, by either the
Company or
The Company has agreed to pay
The foregoing summary of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement, a copy
of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
The Agreement contains representations and warranties that the parties made to,
and solely for the benefit of, the other in the context of all of the terms and
conditions of the Agreement and in the context of the specific relationship
between the parties. The provisions of the Agreement, including the
representations and warranties contained therein, are not for the benefit of any
party other than the parties to the Agreement and are not intended as a document
for investors and the public to obtain factual information about the Company's
current state of affairs. Rather, investors and the public should look to other
disclosures contained in the Company's filings with the
A copy of the press release announcing the Company's registration statement on Form S-3 and the Agreement is filed herewith as Exhibit 99.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares 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 any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 1.1 ATM Equity OfferingSM Sales Agreement, datedAugust 8, 2022 , between the Company andBofA Securities, Inc. (incorporated by reference from the Company's shelf registration statement on Form S-3 (File No. 333-266651) filed onAugust 8, 2022 . 99.1 Press release datedAugust 8, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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