Item 8.01 Other Events.
On
The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to such exercise.
The net proceeds to the Company from the Offering are estimated to be
approximately
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and 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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
As part of the Underwriting Agreement, subject to certain exceptions, certain of the Company's officers and directors agreed not to sell or otherwise dispose of any of the Company's common stock held by them for a period ending 90 days after the date of the Underwriting Agreement.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement. A copy of the Underwriting Agreement is filed with this
Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by
reference. The form of Pre-Funded Warrant is filed as Exhibit 4.1 to this
Current Report on Form 8-K and the foregoing description of the terms of the
Pre-Funded Warrants 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 shares of Common Stock, nor shall there be any offer, solicitation, or sale of the Company's 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.
Item 9.01 Exhibits. (d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
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