Item 1.02 Termination of a Material Definitive Agreement.
In connection with the actions described in the Introductory Note above and in
Item 8.01 below, on March 24, 2023, the Company terminated that certain Equity
Distribution Agreement, dated April 8, 2022, by and between the Company and
Canaccord Genuity LLC, regarding the issue and sale, from time to time, of
shares of the Company's common stock for an aggregate offering price of up to
$20,000,000.
In connection with the actions described in the Introductory Note above and in
Item 8.01 below, on March 24, 2023, the Company also terminated that certain
Purchase Agreement, dated March 28, 2022, by and between the Company and Lincoln
Park Capital Fund, LLC, regarding the issue and sale, from time to time, of
shares of the Company's common stock for an aggregate offering price of up to
$15,000,000.
Item 8.01 Other Events.
On March 24, 2023, the Company filed post-effective amendments to certain of its
registration statements previously filed with the SEC, including post-effective
amendments to each of: (i) Registration Statement Nos. 333-249513, 333-252628,
333-239497, and 333-218229 on Form S-3; (ii) Registration Statement Nos.
333-191520, 333-191521, 333-196198, 333-205903, 333-256225 and 333-214599 on
Form S-8; and (ii) Registration Statement No. 333-215284 and 333-264595 on Form
S-1 (such post-effective amendments, collectively the "Post-Effective
Amendments" and such registration statements, collectively the "Registration
Statements"). In accordance with undertakings made by the Company in each of the
Registration Statements to remove from registration, by means of a
post-effective amendment, any and all securities of the Company that were
registered for issuance that remain unsold at the termination of the offerings,
the Company removed from registration any and all securities of the Company
registered but unsold under each of the Registration Statements. As a result of
this deregistration, no securities remain registered for sale pursuant to the
Registration Statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
Forward-Looking Statements
Any statements in this Form 8-K about future expectations, plans and prospects
for the Company, including but not limited to statements about its ability to
identify, assess and execute a strategic transaction or realize any value from
its existing assets, its ability to preserve cash in order to adequately fund an
orderly wind down of the Company's operations if no transaction is consummated,
the ability of creditors, shareholders and other stakeholders to realize any
value or recovery as part of a transaction or a wind down process, the ability
of the Company to continue as a going concern, the Company's workforce reduction
and future charges expected to be incurred in connection therewith, the adequacy
or sufficiency of the Company's existing cash resources and other statements
containing the words "anticipate," "believe," "estimate," "expect," "intend,"
"may," "plan," "predict," "project," "target," "potential," "likely," "will,"
"would," "could," "should," "continue," and similar expressions, constitute
forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
indicated by such forward-looking statements as a result of various important
factors, including: the Company's ability to continue to pay its obligations in
the ordinary course of business as they come due; the ability to retain key
personnel, the adequacy of its capital resources in light of changing
circumstances, the actions of creditors of the Company and such other important
factors as are set forth in the Company's annual report on Form 10-K for the
year ended December 31, 2021 and quarterly reports and other filings on file
thereafter with the U.S. Securities and Exchange Commission. In addition, the
forward-looking statements included in this Form 8-K represent the Company's
views as of the date of this Form 8-K. The Company anticipates that subsequent
events and developments will cause its views to change. However, while the
Company may elect to update these forward-looking statements at some point in
the future, it specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the
Company's views as of any date subsequent to the date of this Form 8-K.
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