Item 1.01 Entry into a Material Definitive Agreement.
On
The offering is being made pursuant to a shelf registration statement on Form
S-3 (Registration Statement No. 333-236200) filed by the Company with the
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and Wainwright, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
Wainwright is acting as the sole book-running manager for the offering. The
Company has agreed to pay Wainwright underwriting discounts and commissions
equal to 7.5% of the gross proceeds received by the Company from the sale of the
shares of Common Stock in the offering. The Company will also pay Wainwright
The foregoing description of the Underwriting Agreement is not complete and is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this report and is
incorporated by reference herein. A copy of the opinion of
***
The Company cautions you that statements included in this report that are not a
description of historical facts are forward-looking statements. These
forward-looking statements include statements regarding the completion of the
offering and the expected net proceeds therefrom. The inclusion of
forward-looking statements should not be regarded as a representation by the
Company that any of these results will be achieved. Actual results may differ
from those set forth in this report due to the risks and uncertainties
associated with market conditions and the satisfaction of customary closing
conditions related to the offering, as well as risks and uncertainties inherent
in the Company's business, including those described in the Company's other
filings with the
Item 8.01 Other Events.
The Company issued press releases on
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description
1.1 Amended and Restated Underwriting Agreement, dated
between the Company and
5.1 Legal Opinion ofBallard Spahr, LLP 23.1 Consent ofBallard Spahr, LLP (included in Exhibit 5.1) 99.1 Company Press Release datedJanuary 26, 2021 . 99.2 Company Press Release datedJanuary 26, 2021 .
104 Cover Page Interactive Data File (formatted in inline XBRL)
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