Item 8.01 Other Events
On
Sales through the Agents as Sales Agents
Sales of the Shares, if any, under the Sales Agreement through the Agents acting
as sales agents, may be made 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 made by means of ordinary brokers' transactions on
the
The Company will pay the Agents an aggregate fee that will not exceed, but may be lower than, 2% of the gross sales price per share for any Shares sold through them acting as sales agents. Under the terms of the Sales Agreement, the Company also may sell Shares (i) to each of the Agents, as principal, pursuant to a separate agreement, for its own respective account, at a price per share to be agreed upon at the time of sale or (ii) in connection with one or more Confirmations (as defined below).
Forward Sales
Under the Sales Agreement, in addition to the issuance and sale of Shares by the Company through the Agents acting as sales agents, the Company also may enter into separate forward sale agreements (each, a "Confirmation" and, collectively, the "Confirmations") with the Forward Purchasers, the form of which is filed as Exhibit 99.1 hereto. In connection with any particular Confirmation, the relevant Forward Purchasers will, at the Company's request, borrow from third parties and, through the relevant Agent, acting in its role as forward seller, sell a number of shares of the Company's common stock equal to the number of shares underlying the particular Confirmation.
The Company will not initially receive any proceeds from any sale of borrowed Shares by a forward seller. The Company currently expects to fully physically settle each forward sale agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company will expect to receive aggregate net cash proceeds at settlement equal to the number of Shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, subject to certain exceptions, the Company may also elect, in its discretion, to cash settle or net share settle a particular forward sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or Shares (in the case of net share settlement) to the relevant Forward Purchaser.
The Shares will be offered pursuant to the Company's shelf registration
statement on Form S-3 (File No. 333-236846), which became effective upon filing
with the
A copy of the Sales Agreement is filed as Exhibit 1.1 and the form of Confirmation is filed as Exhibit 99.1 to this Current Report on Form 8-K. The description of the Sales Agreement and the form of Confirmation does not purport to be complete and is qualified in its entirety by reference to the copies of the Sales Agreement and the form of Confirmation filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Ex. No. Description 1.1 ATM Sales Agreement, datedJuly 29, 2021 , among the Company the Agents and the Forward Purchasers . 5.1 Opinion ofMorrison & Foerster LLP regarding the legality of shares . 23.1 Consent ofMorrison & Foerster LLP (included in Exhibit 5.1) . 99.1 Form of Confirmation between the Company and each Forward Purchaser . 104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document.
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