Item 1.01. Entry into a Material Definitive Agreement.
On
The Shares were offered by the Company pursuant to a registration statement on
Form S-1 (File No. 333-251366) previously filed with the
The gross proceeds to the Company from the Offering, before deducting
underwriting discounts and commissions and other estimated Offering expenses was
for completion of all manufacturing and all clinical trial activities to complete an interim analysis and data readout of the GP2 Phase III clinical trial, for the submission of a Biologics Licensing Application to the FDA seeking conditional marketing approval of GP2, for the in-licensing or acquisition and development of additional products, including the coronavirus vaccine program, and for working capital and general corporate purposes.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Certain of the Company's directors and executive officers have agreed, subject to certain exceptions, not to sell, transfer or dispose any shares of Common Stock for six months, and the Company has agreed not to sell or transfer any shares of Common Stock for six months, without first obtaining the written consent of the Representative.
The Underwriters and their affiliates have, from time to time, provided and may in the future provide, various investment banking and other financial services for us for which they may receive customary fees.
The foregoing description of the Underwriting Agreement is not complete, is subject to and qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, datedDecember 17, 2020 99.1 Pricing Press Release, datedDecember 18, 2020 99.2 Closing Press Release, datedDecember 22, 2020
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