Item 8.01. Other Events.
On
For sales of Shares through the Sales Agent, the Company will pay the Sales Agent a commission at a mutually agreed rate of 3% of the gross sales price per Share. In addition, the Company has agreed to pay certain expenses incurred by the Sales Agent in connection with the offering. The Company may also sell Shares to the Sales Agent as principal for the Sales Agent's own account at a price agreed upon at the time of sale. If the Company sells Shares to the Sales Agent as principal, the Company will enter into a separate terms agreement with the Sales Agent. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend the offering of Shares under the Sales Agreement.
The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Sales Agent have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
The Shares will be offered and sold pursuant to a shelf registration statement
on Form S-3 (File No. 333-253368), which was initially filed with 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 and consent of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 1.1 ATM Equity OfferingSM Sales Agreement, dated as ofJune 3, 2021 , by and between the Company andBofA Securities, Inc. 5.1 Opinion ofKirkland & Ellis LLP 23.1 Consent ofKirkland & Ellis LLP (included in Exhibit 5.1) 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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