Item 1.01. Entry into a Material Definitive Agreement
On
The Amendments increase the maximum aggregate offering price of the common stock
that may be offered and sold from time to time by the Company pursuant to the
Agreements and provide that the Shares will be issued pursuant to the Company's
automatic shelf registration statement on Form S-3 (File No. 333-269386). The
Company has filed a prospectus supplement, dated
Pursuant to the Agreements, the Shares may be offered and sold through the
Agents in transactions that are deemed to be "at the market" offerings as
defined in Rule 415 under the Securities Act of 1933, as amended, including
sales made directly on the
The Agents and their affiliates have provided, and may in the future provide, investment banking, brokerage and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commissions for their services.
The foregoing description of the Agreements and the Amendments is not complete and is qualified in its entirety by reference to the form of equity distribution agreement and the form of the Amendment, copies of which are attached hereto or incorporated by reference herein as Exhibits 1.1 and 1.2, respectively, and incorporated in this Item 1.01 by reference.
In connection with the filing of the prospectus supplement, dated
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy 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 laws of any such state.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K. 1.1 Form of Equity Distribution Agreement (incorporated by reference to Exhibit 1.1 to the Company's current report on Form 8-K filed with theSEC onAugust 9, 2021 ) 1.2 Form of Equity Distribution Agreement Amendment 5.1 Opinion ofVinson & Elkins L.L.P. as to the legality of the Shares 23.1 Consent ofVinson & Elkins L.L.P. (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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