Item 1.01. Entry into a Material Definitive Agreement.
On
The Pre-Funded Warrants were sold to purchasers whose purchase of the Shares in the Offering would otherwise result in the purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company's outstanding Common Stock immediately following the consummation of the Offering.
The Common Warrants have an exercise price equal to
The gross proceeds to the Company from the Offering were
The Purchase Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type. In addition, pursuant to the Purchase Agreement, the Company agreed for a period of 75 days following the closing of the Offering not to issue, enter into an agreement to issue or announce the issuance or proposed issuance of the shares or any other securities convertible into, or exercisable or exchangeable for, shares of Common Stock. Such restriction does not apply to, in addition to certain customary exceptions, the issuance by the Company of securities pursuant to existing convertible securities, the issuance by the Company of securities pursuant to acquisitions or strategic transactions not for the purpose of raising capital and approved by a majority of the Company's disinterested directors, and certain other compensatory issuances. The Company has also agreed for a period of one year following the closing date of the Offering not to (i) issue or agree to issue new equity or debt securities convertible into, or exercisable or exchangeable for, shares at a conversion price, exercise price or exchange price which floats with the trading price of the shares or which may be adjusted after issuance upon the occurrence of certain events or (ii) enter into any agreement, including an equity line of credit, whereby the Company may issue securities at a future-determined price, subject to certain exceptions.
The Offering was made pursuant to the Company's effective registration statement
on Form S-3 (File No. 333-249268), which was previously declared effective by
the
The Purchase Agreement contains customary representations and warranties and agreements of the Company and the purchaser and customary indemnification rights and obligations of the parties. The representations, warranties and covenants
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contained in the Purchase Agreement were made solely for the benefit of the
parties to the Purchase Agreement and may be subject to limitations agreed upon
by the contracting parties. Accordingly, the Purchase Agreement is incorporated
herein by reference only to provide investors with information regarding the
terms of the Purchase Agreement, and not to provide investors with any other
factual information regarding the Company or its business, and should be read in
conjunction with the disclosures in the Company's periodic reports and other
filings with the
The foregoing descriptions of the Purchase Agreement, the Common Warrants, the Pre-Funded Warrants and Placement Agent Warrants do not purport to be complete and are subject to, and qualified by, the full text of such documents, copies of which are filed as Exhibits 10.1, 4.1, 4.2 and 4.3, respectively, and are incorporated by reference herein. The opinion of the Company's counsel regarding the validity of the shares issued in the Offering is filed herewith as Exhibit 5.1.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Exhibit 4.1 Form of Common Warrant. Exhibit 4.2 Form of Pre-Funded Warrant. Exhibit 4.3 Form of Placement Agent Warrant. Exhibit 5.1 Opinion of Wyrick Robbins Yates & Ponton LLP. Exhibit 10.1 Form of Securities Purchase Agreement. Exhibit 23.1 Consent of Wyrick Robbins Yates & Ponton LLP (included in Exhibit 5.1). Exhibit 99.1 Press Release dated March 14, 2023. Exhibit 99.2 P ress Release dated March 15, 2023. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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