Item 1.01 Entry into a Material Definitive Agreement.
On
The Company also offered to certain purchasers pre-funded warrants to purchase
up to an aggregate of 1,360,265 shares of Common Stock (the "Pre-Funded
Warrants"), in lieu of shares of Common Stock. The purchase price of each
Pre-Funded Warrant is equal to the price at which a share of Common Stock is
sold to the public in this offering, minus
A holder (together with its affiliates) may not exercise any portion of the Warrant to the extent that the holder would own more than 9.99% (or, at the holder's option upon issuance, 4.99%) of the Company's outstanding Common Stock immediately after exercise, as such percentage ownership is determined in accordance with the terms of the Warrant or Pre-Funded Warrant. The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties.
Pursuant to a letter agreement, dated
In addition, the Company agreed to pay the Placement Agent (i) 6.0% of the
aggregate gross proceeds to be received, if any, from the cash exercise of any
warrants issued to investors the Purchasers in the Offering from the exercise of
warrants during the fifteen (15) months period commencing on the issuance date
and (ii) 4.0% of the aggregate gross proceeds to be received, if any, from the
cash exercise of any warrants issued in the Offering from the exercise of
warrants during the remainder term of such warrants. The Company has also agreed
to pay the Placement Agent non-accountable expenses of
The Company also agreed to pay the placement agent, subject to certain exceptions, a tail fee equal to the cash and warrant compensation in this Offering, if any investor who was contacted or introduced to the Company by the Placement Agent during the term of its engagement or introduced to the Company by the Placement Agent during the term of its engagement, provides the Company with capital in any public or private offering or other financing or capital raising transaction during the 6-month period following the termination or expiration of the Engagement Letter.
The foregoing summaries of the Purchase Agreement, the Warrants, and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as Exhibits 10.1, 4.1, and 4.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
The shares of Common Stock, the Warrants, the Pre-Funded Warrants and the shares
of Common Stock issuable thereunder, were offered by the Company pursuant to a
registration statement on Form S-3 (File No. 333- 227363), which was filed with
the
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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