Item 1.01 Entry into a Material Definitive Agreement.
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Subject to the terms and conditions of the Distribution Agreement, Maxim will use its commercially reasonable efforts to sell the Shares from time to time, based on the Company's instructions. Under the Distribution Agreement, Maxim may sell the Shares by any method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The Company has no obligation to sell any of the Shares, and the Company or Maxim may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions.
Under the terms of the Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 2.75% of the gross sales price of Shares sold under the Distribution Agreement. The Company will also reimburse Maxim for certain expenses incurred in connection with the Distribution Agreement, and agreed to provide customary indemnification and contribution rights to Maxim.
The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
The Shares will be offered and sold pursuant to the Registration Statement, and offering of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there by any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Equity Distribution Agreement, datedJanuary 23, 2023 , by and between the Company andMaxim Group LLC . 5.1 Opinion ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . 23.1 Consent ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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