Item 1.01 Entry into a Material Definitive Agreement.
On
In addition, the Company entered into a securities purchase agreement (the "PIPE
Purchase Agreement," and together with the RD Purchase Agreement, the "Purchase
Agreements") pursuant to which the Company agreed to sell and issue in a private
placement (the "PIPE Offering" and together with the Registered Direct Offering,
the "Offerings") an aggregate of up to 540,098 unregistered Pre-funded Warrants
and unregistered warrants to purchase up to an aggregate of 1,080,196 shares of
common stock (the "PIPE Warrants" and together with the RD Warrants, the
"Warrants"), consisting of Series A Warrants to purchase up to 540,098 shares of
common stock and Series B Warrants to purchase up to 540,098 shares of common
stock at an offering price of
The Pre-funded Warrants will be immediately exercisable at an exercise price of
In connection with the PIPE Purchase Agreement, the Company entered into a
registration rights agreement (the "Registration Rights Agreement"). Pursuant to
the Registration Rights Agreement, the Company is required to file a resale
registration statement (the "Registration Statement") with the
The Purchase Agreements and the Registration Rights Agreements also contain representations, warranties, indemnification and other provisions customary for transactions of this nature. In addition, subject to limited exceptions, the Purchase Agreements provide that for a period of one year following the closing of the offering, the Company will not effect or enter into an agreement to effect a "variable rate transaction" as defined in the Purchase Agreements. In addition, pursuant to the Purchase Agreements, the Company agreed to abide by certain customary standstill restrictions for a period of sixty (60) days following the closing of the offering.
Aggregate gross proceeds to the Company in respect of the Offerings is
approximately
The Company also entered into a letter agreement (the "Engagement Agreement")
with
The RD Shares and the Pre-funded Warrants and the shares underlying the
Pre-funded Warrants to be issued in the Registered Direct Offering will be
issued pursuant to a prospectus supplement dated as of
The Pre-funded Warrants to be issued in the PIPE Offering, the Warrants,
Placement Agent Warrants and the shares underlying such warrants are being
offered and sold pursuant to an exemption from the registration requirements
under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act") and Rule 506 of Regulation D promulgated thereunder. The investors have
represented that they are accredited investors, as that term is defined in
Regulation D, or qualified institutional buyer as defined in Rule 144(A)(a), and
have acquired such securities for their own account and have no arrangements or
understandings for any distribution thereof. The offer and sale of the foregoing
securities is being made without any form of general solicitation or
advertising. The Pre-funded Warrants to be issued in the PIPE Offering, the
Warrants, Placement Agent Warrants and the shares underlying such warrants have
not been registered under the Securities Act or applicable state securities
laws. Accordingly, such securities may not be offered or sold in
This Current Report on Form 8-K shall not constitute an offer to sell or the . . .
Item 3.02. Unregistered Sales of
The information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described herein is incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 5.1 Opinion ofGreenberg Traurig, LLP 10.1 Form of Registered Direct Offering Securities Purchase Agreement, datedJanuary 10, 2023 10.2 Form of PIPE Securities Purchase Agreement, datedJanuary 10, 2023 10.3 Form of Registered Direct Pre-Funded Warrant 10.4 Form of Series A and Series B Warrant 10.5 Form of Private Placement Pre-Funded Warrant 10.6 Form of Registration Rights Agreement, datedJanuary 10, 2023 10.7 Engagement Agreement 23.1 Consent ofGreenberg Traurig, LLP (included in Exhibit 5.1) 99.1 Press Release, datedJanuary 10, 2023 104 Cover Page Interactive Data File (formatted as inline XBRL)
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