Item 1.01 Entry into a Material Definitive Agreement
On
Pursuant to the Distribution Agreement, sales of the Common Stock, if any, will be made under the Company's previously filed and effective Registration Statement on Form S-3ASR (File No. 333- 237813) and an applicable prospectus supplement. Subject to the terms and conditions of the Distribution Agreement, the Agent may sell the Common Stock by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. The Agent will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a commission of 3% of the gross sales price from each sale of Shares and provide Agent with customary indemnification and contribution rights. The Distribution Agreement may be terminated by the Agent or the Company at any time upon notice to the other party.
The foregoing description of the Distribution Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Distribution Agreement, a copy of which is filed 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 on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the 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 Exhibit No. Description 1.1 Form of Distribution Agreement by and betweenBJ's Restaurants, Inc. andJ.P. Morgan Securities LLC 5.1 Opinion ofElkins Kalt Weintraub Reuben Gartside LLP 23.1 Consent ofElkins Kalt Weintraub Reuben Gartside LLP (contained in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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