Item 1.01. Entry Into a Material Definitive Agreement.
On
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Agents may sell the Shares in accordance with the terms set forth in the placement notice and by methods deemed to be "at the market offerings" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The Company or the Agents may suspend or terminate the offering of Shares upon
notice to the other party and subject to certain conditions. An Agent will act
as sales agent using commercially reasonable efforts consistent with its normal
trading and sales practices and applicable state and federal law, rules and
regulations and the rules of the
The Company has agreed to pay the Agents commissions for their services in acting as agents in the sale of the Shares in the amount of up to 3.0% of gross sales price per share sold under the Sales Agreement. The Company has also agreed to provide the Agents with indemnification and contribution with respect to certain liabilities, including civil liabilities under the Securities Act.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
The Shares will be sold pursuant to the Registration Statement and offerings 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 solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Capital on Demand™ Sales Agreement, datedJanuary 29, 2021 , by and amongAileron Therapeutics, Inc. andJonesTrading Institutional Services LLC andWilliam Blair & Company, L.L.C. 5.1 Opinion ofWilmer Cutler Pickering Hale and Dorr LLP , datedJanuary 29, 2021 23.1 Consent ofWilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above)
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