Item 1.01 Entry Into a Material Definitive Agreement.
On
The offer and sale of the Shares will be made pursuant to a shelf registration
statement on Form S-3 (File No. 333-262895) and the related base prospectus
filed by the Company with the
Under the Sales Agreement, Agent may sell the Shares by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act. The Company may instruct Agent not to sell the Shares if the sales cannot be effected at or above the price designated by the Company from time to time.
The Company is not obligated to make any sales of the Shares under the Sales Agreement. The Company or Agent may suspend or terminate the Offering upon notice to the other party and subject to other conditions.
The Company will pay Agent a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Agent with customary indemnification and contribution rights. The Company will also reimburse Agent for certain specified expenses in connection with entering into the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.25 to this Current Report on Form 8-K and is incorporated herein by reference.
The Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement and any accompanying prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Forward-Looking Statements
Statements in this Current Report on Form 8-K that are not historical facts are
"forward-looking statements" that are made pursuant to the safe harbor
provisions of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements,
which may be identified by use of words such as "plan," "may," "might,"
"believe," "expect," "intend," "could," "would," "should," and other words and
terms of similar meaning, involve risks and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. Such forward-looking statements include statements relating to any
future sales under the Sales Agreement, the ability of the Company's current
cash balance to fund its operations or potential development plans. These
statements are only predictions based on current information and expectations
and involve a number of risks and uncertainties. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. Actual events or results may differ materially from those stated in
any such statements due to various factors, some of which are discussed in the
Company's Annual Report on Form 10-K for the year
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 5.1 Opinion ofMitchell Silberberg & Knupp LLP . 10.25 Capital on Demand TM Sales Agreement, datedMay 27, 2022 , by and betweenSiebert Financial Corp. andJonesTrading Institutional Services LLC . 23.1 Consent ofMitchell Silberberg & Knupp LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded with Inline XBRL document).
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