Item 1.01 Entry into a Material Definitive Agreement.
On
Under the Sale Agreement, Shares will be offered and sold pursuant to the
Company's shelf registration statement on Form S-3 (File No. 333-263855) filed
with the
The Company will pay Jefferies a commission rate of up to 3.0% of the gross proceeds from each sale of Shares and has agreed to provide Jefferies with customary indemnification and contribution rights. The Company will also reimburse Jefferies for certain specified expenses in connection with entering into the Sale Agreement.
The Company has no obligation to sell any of the Shares under the Sale Agreement and may at any time suspend the offering of its common stock upon notice and subject to other conditions.
The Sale Agreement contains customary representations, warranties and agreements by the Company, other obligations of the parties and termination provisions.
The Company intends to use the net proceeds from the sale of any Shares sold under the Sale Agreement for general corporate purposes, which may include, among other things, funding the clinical development and manufacturing and expenses for GP2, research and development, general and administrative expenses, license or technology acquisitions, and working capital and capital expenditures.
A copy of the Sale Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K, and the description of the terms of the Sale Agreement in this Item
1.01 is qualified in its entirety by reference to such exhibit. A copy of the
opinion of
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
1.1 Open Market Sale Agreement, datedJuly 12, 2022 by and between the Company andJefferies LLC . 5.1 Opinion ofSheppard Mullin Richter & Hampton, LLP 22.1 Consent ofSheppard Mullin Richter & Hampton, LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -2-
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