Item 1.01 Entry into Material Definitive Agreement
On
Under the Sales Agreement, the Sales Agent may sell the Shares in sales deemed
to be "at-the-market offerings" as defined in Rule 415(a)(4) promulgated under
the Securities Act of 1933, as amended (the "Securities Act"), including sales
made directly on or through
The Company is not obligated to make any sales of the Shares under the Sales
Agreement. Upon delivery of a placement notice and subject to the terms and
conditions of the Sales Agreement, the Sales Agent will use commercially
reasonable efforts, consistent with its normal trading and sales practices,
applicable state and federal law, rules and regulations, and the rules of the
The offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the Shares subject to the Sales Agreement, and (ii) termination of the Sales Agreement as permitted therein. The Company may terminate the Sales Agreement in its sole discretion at any time by giving ten days' prior notice to the Sales Agent. The Sales Agent may terminate the Sales Agreement under the circumstances specified in the Sales Agreement and in its sole discretion at any time by giving ten days' prior notice to the Company.
The Company will pay the Sales Agent a fixed commission rate of 3.0% of the
aggregate gross proceeds from the sale of the Shares pursuant to the Sales
Agreement and has agreed to provide the Sales Agent with customary
indemnification and contribution rights. The Company also agreed to reimburse
the Sales Agent for certain specified fees and expenses, including, but not
limited to, the fees and expenses of the counsel to the Sales Agent, payable
upon the execution of the Sales Agreement, in an amount not to exceed
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 and is incorporated herein by
reference. 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 the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. No. Description 1.1 Sales Agreement, datedJanuary 31, 2023 , by and between the Company andThinkEquity LLC 5.1 Opinion ofHolland & Hart LLP as to the legality of the Shares 23.1 Consent ofHolland & Hart LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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