Item 2.02 Results of Operations and Financial Condition.
On January 7, 2021, we announced the commencement of a proposed underwritten
public offering of our common stock. In connection with the proposed offering,
we filed a preliminary prospectus supplement in which we disclosed that we
expect to report that our total revenue for the three months ended December 31,
2020, was between $3.8 and $4.2 million and cash and cash equivalents as of
December 31, 2020, was between $38.0 and $39.0 million. This amount of cash and
cash equivalents excludes approximately $17.0 million of additional cash
received between January 1, 2021 and January 6, 2021 pursuant to the exercise of
warrants to purchase our common stock. These amounts reflect our estimates based
solely upon information available to us as of the date of this Current Report on
Form 8-K, are not a comprehensive statement of our financial results or position
as of or for the quarter ended December 31, 2020, and have not been audited,
reviewed or compiled by our independent registered public accounting firm. Our
financial closing procedures for the quarter ended December 31, 2020 are not yet
complete and, as a result, our final results upon completion of our closing
procedures may vary from this preliminary estimate, and any such differences may
be material.
Item 8.01 Other Events.
The information contained in Item 2.02 above is incorporated herein by
reference.
On January 7, 2021, we made available on our website the slide presentation
attached hereto as Exhibit 99.1. Information contained in this slide
presentation may be used in meetings with institutional investors or analysts.
Forward-Looking Statements
This Current Report on Form 8-K/A contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any
statements in this report that are not historical facts may be considered
"forward-looking statements," including, but not limited to, statements
regarding our preliminary estimates of revenue and cash and cash equivalents as
of December 31, 2020. Forward-looking statements are typically, but not always,
identified by the use of words such as "may," "would," "believe," "intend,"
"plan," "anticipate," "estimate," "expect," and other similar terminology.
Forward-looking statements are based on current expectations of management and
upon what management believes to be reasonable assumptions based on information
currently available to it, and are subject to risks and uncertainties. Such
risks and uncertainties may cause actual results to differ materially from the
expectations set forth in the forward-looking statements. Such risks and
uncertainties include, but are not limited to, risks related to preliminary
financial results, including the risks that the preliminary financial results
reported herein reflect information available to us only at this time and may
differ from actual results, including in connection with our completion of
financial closing procedures, risks associated with market conditions, risks and
uncertainties associated with our business and finances in general, risks
associated with the COVID-19 global pandemic, as well as other risks detailed in
our recent filings on Forms 10-K and 10-Q with SEC. We undertake no obligation
to update any forward-looking statements to reflect new information, events or
circumstances, or to reflect the occurrence of unanticipated events.
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This Current Report on Form 8-K/A shall not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company, which is being
made only by means of a written prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, nor shall there be any sale of our
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 such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Slide Presentation (previously filed).
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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