Item 1.01 Entry into a Material Definitive Agreement.
On
Subject to the terms and conditions of the ATM Agreement, Wainwright will use
commercially reasonable efforts consistent with its normal trading and sales
practices to sell shares from time to time based upon our instructions,
including any price, time or size limits specified by us. Under the ATM
Agreement, Wainwright may sell shares by any method deemed to be an "at the
market" offering as defined in Rule 415 under the
We are not obligated to make any sales of our common stock under the ATM Agreement and no assurance can be given that we will sell any shares under the ATM Agreement, or, if we do, as to the price or amount of shares that we will sell, or the dates on which any such sales will take place. The ATM Agreement will terminate upon the earlier of (i) the sale of all shares under the ATM Agreement, or (ii) as provided therein.
Sales of shares of common stock under the ATM Agreement will be made pursuant to
the registration statement on Form S-3 (File No. 333-255544), which was declared
effective by the
The foregoing summary of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ATM Agreement, which is filed herewith as Exhibit 10.1.
A copy of the opinion of
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the ATM Agreement, nor shall there be any sale of such shares 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.
This report contains forward-looking statements. Forward-looking statements
include, but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other statements related
to our future activities, or future events or conditions. These statements are
based on current expectations, estimates and projections about our business
based, in part, on assumptions made by management. These statements are not
guarantees of future performances and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including those risks
discussed in our Annual Report on Form 10-K and in other documents that we file
from time to time with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description Number 5.1 Opinion ofSichenzia Ross Ference LLP . 10.1 At The Market Offering Agreement, by and between the Company andH.C. Wainwright & Co., LLC , datedMarch 22, 2022 . 23.1 Consent ofSichenzia Ross Ference LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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