ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
The offer and sale of the Shares will be made pursuant to the Company's
effective "shelf" registration statement on Form S-3 and an accompanying base
prospectus contained therein (Registration Statement No. 333-251995) filed with
the
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be 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 such state.
Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company's instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the NYSE American. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which sales may not be made. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an "at the market offering," as defined in Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"). The Company or the Agent may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and the Agent each have the right, in its sole discretion, to terminate the Sales Agreement at any time upon prior written notice pursuant to the terms and subject to the conditions set forth in the Sales Agreement.
The Company will pay the Agent a commission in an amount equal to 3.25% of the
gross proceeds from each sale of the Shares sold through it as sales agent under
the Sales Agreement. In addition, the Company has agreed to reimburse the Agent
for certain expenses it incurs in the performance of its obligations under the
Sales Agreement including
The foregoing description of the terms of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Sales Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
The legal opinion of
ITEM 7.01 REGULATION FD DISCLOSURE
On
In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
ITEM 9.01 EXHIBITS AND FINANCIAL STATEMENTS.
(d) Exhibits: Exhibit No. Description 5.1 Opinion ofOlshan Frome Wolosky LLP 10.1 At-The-Market Issuance Sales Agreement, datedJanuary 22, 2021 , withAscendiant Capital Markets, LLC 23.1 Consent ofOlshan Frome Wolosky LLP (included in Opinion ofOlshan Frome Wolosky LLP filed as Exhibit 5.1) 99.1 Press Release datedJanuary 25, 2021
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