Item 8.01 Other Events
Previously, on
The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices to sell shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, the Agent may sell shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act. The Agent's obligation to sell shares under the Sales Agreement is subject to the satisfaction of certain conditions, including customary closing conditions. The Company will pay the Agent a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to provide the Agents with customary indemnification and contribution rights. The Company has also agreed to reimburse the Agents for certain specified expenses.
Sales of shares of common stock under the Sales Agreement will be made pursuant
to the Registration Statement on Form S-3ASR (File No. 333-254355) (the
"Registration Statement"), filed with the
The foregoing summary of the Sales Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Sales
Agreement, which was filed as Exhibit 1.2 to the Company's Registration
Statement on Form S-3 (File No. 333-236965), filed with the Commission on
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Open Market Sale AgreementSM by and between the Company and Jeffries LLC, datedMarch 6, 2020 (Filed as Exhibit 1.2 to Registration Statement on Form S-3, as filed with theSecurities and Exchange Commission onMarch 6, 2020 , and incorporated herein by reference) 5.1 Opinion ofGoodwin Procter LLP 23.1 Consent ofGoodwin Procter LLP (included in Exhibit 5.1) 104 Inline XBRL cover page 2
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