Item 1.01 Entry into a Material Definitive Agreement.
On
The Company made customary representations, warranties and covenants concerning
the Company and the registration statement in the Underwriting Agreement and
also agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
The Offering was made pursuant to the Company's effective shelf registration
statement on Form S-3 (File No. 333- 258768), including the prospectus dated
The foregoing description of certain terms of the Underwriting Agreement and the
transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Underwriting
Agreement, which is attached as Exhibit 1.1 hereto and is incorporated herein by
reference. The legal opinion of
Item 2.02 Results of Operations and Financial Condition.
The Company believes its cash, cash equivalents and investments of
The information in this Item 2.02 of this Current Report on Form 8-K is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
The information set forth in Item 2.02 above is hereby incorporated by reference into this Item 8.01.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K and certain of the materials furnished or filed
herewith contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended, including, without
limitation, statements regarding the Company's Offering. The words "may,"
"might," "will," "could," "would," "should," "expect," "plan," "anticipate,"
"intend," "believe," "expect," "estimate," "seek," "predict," "future,"
"project," "potential," "continue," "target" and similar words or expressions
are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Any forward-looking
statements, such as the intended terms of the Offering and the estimated cash
runway, are based on management's current expectations and beliefs and are
subject to a number of risks, uncertainties and important factors that may cause
actual events or results to differ materially from those expressed or implied by
any forward-looking statements contained in this Current Report on Form 8-K or
the materials furnished or filed herewith, including, without limitation,
uncertainties related to market conditions and the completion of the Offering on
the anticipated terms or at all. These and other risks and uncertainties are
described in greater detail in the section entitled "Risk Factors" in the
Company's Quarterly Report on Form 10-Q for the quarter ended
-------------------------------------------------------------------------------- Item 9.01. Exhibits. (d) Exhibits 1.1 Underwriting Agreement, dated as ofOctober 12, 2021 , by and among the Company,Goldman Sachs & Co. LLC ,J.P. Morgan Securities LLC, Cowen and Company, LLC andGuggenheim Securities, LLC , as representatives of the underwriters listed on Schedule 1 thereto. 5.1 Opinion ofGoodwin Procter LLP regarding the issue of common stock being registered. 23.1 Consent ofGoodwin Procter LLP (included in Exhibit 5.1). 99.1 Press release for the launch of the Offering issued by the Company onOctober 11, 2021 . 99.2 Press release for the pricing of the Offering issued by the Company onOctober 12, 2021 . 104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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