Item 1.01. Entry into a Material Definitive Agreement.
On
In a concurrent private placement (the "Private Placement" and together with the
Registered Offering, the "Offerings") under the Purchase Agreement, the Company
issued to the Investor warrants (the "Private Placement Warrants") to purchase
an aggregate of 1,438,202 shares of Common Stock at an exercise price of
The Investor (together with its affiliates) will not be able to exercise any portion of the Pre-Funded Warrants or Private Placement Warrants to the extent that the Investor would own more than 9.99% of the Company's outstanding Common Stock immediately after exercise. Pursuant to the terms of the Purchase Agreement, the Company agreed to cause a registration statement on Form S-1 providing for the resale by holders of shares of its Common Stock issuable upon the exercise of the Private Placement Warrants, to be filed within 30 days of the Offerings.
The closing of the sales of these securities under the Purchase Agreement is
expected to occur on or about
The net proceeds to the Company from the Registered Offering, after deducting
the Placement Agent's fees and expenses but before paying the Company's
estimated offering expenses, are expected to be approximately
Pursuant to the Purchase Agreement, except with respect to certain exempt issuances, the Company is prohibited from issuing common stock or common stock equivalents for 90 days after the closing and from engaging in certain variable rate transactions for a period of six months from the closing.
The Shares and Pre-Funded Warrants were offered and sold by the Company pursuant
to a prospectus supplement which was filed with the
The forms of the Pre-Funded Warrant, the Private Placement Warrant and the Purchase Agreement are filed as Exhibits 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
The legal opinion and consent of
Item 3.02. Unregistered Sales of
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The shares of common stock underlying the Private Placement Warrants were not registered under the Securities Act of 1933, as amended (the "Securities Act"), but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investor had the necessary investment intent, as required by Section 4(a)(2) of the Securities Act since the Investor agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Private Placement Warrant 5.1 Opinion ofLucosky Brookman LLP 10.1 Form of Securities Purchase Agreement 99.1 Press Release, datedMay 3, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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