Item 1.01. Entry into a Material Definitive Agreement
On
Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any
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one trading day and any minimum price below which sales may not be made. Subject
to the terms and conditions of the Sales Agreement, the Agents may sell the
shares by any method permitted by law deemed to be an "at the market offering"
as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as
amended, including sales made directly on
The Sales Agreement provides that each Agent will be entitled to compensation for its services equal to 3.0% of the aggregate gross proceeds from each sale made by such Agent under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agents, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Sales 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.
The shares will be issued pursuant to the Company's effective shelf registration
statement on Form S-3 (File No. 333-261073), declared effective by the
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 2.02 Results of Operations and Financial Condition
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description Controlled Equity Offering Sales AgreementSM, datedJanuary 6, 2023 , 1.1 among the Company,Cantor Fitzgerald & Co. andBTIG, LLC . 5.1 Legal Opinion ofWilson Sonsini Goodrich & Rosati, P.C. Consent ofWilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 23.1 5.1). 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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