Item 8.01. Other Events.
On
Sales of the Shares, if any, may be made in negotiated transactions or
transactions that are deemed to be "at-the-market offerings" as defined in Rule
415 under the Securities Act of 1933, as amended, including sales made directly
on the
Under the terms of the Distribution Agreement, the Company may also sell the Shares to the Agents as principals for their own accounts at prices agreed upon at the time of sale. If the Company sells Shares to any of the Agents as principals, it will enter into a separate terms agreement with such Agent with respect to that sale.
The Distribution Agreement contemplates that, in addition to the issuance and
sale of the Shares by the Company through or to the Sales Agents, acting as its
sales agents or as principals, as applicable, the Company may also enter into
one or more agreements for forward transactions (each, a "forward sale
agreement" and, collectively, the "forward sale agreements") under separate
master forward confirmations (collectively, the "master forward confirmations")
and related supplemental confirmations, with each of
The Company will not initially receive any proceeds from any sale of shares of its Common Stock borrowed by a Forward Purchaser (or affiliate thereof) and sold through a Forward Seller. The Company currently expects to fully physically settle each forward sale agreement, if any, on one or more dates specified by the Company on or prior to the maturity date of such forward sale agreement, in which case the Company expects to receive aggregate net cash proceeds at settlement equal to the number of shares underlying such forward sale agreement multiplied by the relevant forward sale price per share. However, subject to certain exceptions, the Company may also elect, in its sole discretion, to cash settle or net share settle all or any portion of its obligations under any forward sale agreement. If the Company elects to cash settle any forward sale agreement, it may not receive any proceeds and may owe cash to the applicable Forward Purchaser. If the Company elects to net share settle any forward sale agreement, it will not receive any proceeds and may owe shares of its Common Stock to the applicable Forward Purchaser in certain circumstances.
Each Sales Agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold through it as Sales Agent under the applicable equity distribution agreement. In connection with any forward sale agreement, the Company will pay the applicable Forward Seller a commission, in the form of a reduced initial forward sale price under the related forward sale agreement, at a mutually agreed rate not exceeding 2.0% of the volume-weighted average of the sales prices per share of the borrowed shares of the Common Stock sold through such Forward Seller during the applicable forward hedge selling period (subject to certain adjustments).
The Shares will be issued pursuant to the Company's shelf registration statement
on Form S-3 (Registration No. 333-250890), which became effective on
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securities of the Company, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The offering of the Shares is intended to replace the Company's existing
continuous equity offering program pursuant to the prospectus supplement filed
by the Company with the
The Distribution Agreement is filed as Exhibit 1.1 and the form of master forward confirmation is filed as Exhibit 1.2 to this Current Report. The description of the Distribution Agreement and the master forward confirmation does not purport to be complete and is qualified in its entirety by reference to the Distribution Agreement and form of master forward confirmation filed herewith as an exhibit to the Current Report.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Distribution Agreement, datedFebruary 25, 2021 , among the Company and the Agents, Forward Sellers and Forward Purchasers party thereto 1.2 Form of Master Forward Confirmation 5.1 Opinion ofVenable LLP 23.1 Consent ofVenable LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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