Item 1.01. Entry into a Material Definitive Agreement.
On August 14, 2019, we entered into an underwriting agreement with Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named in Schedule I thereto, whom we refer to as the Underwriters, with respect to our
sale to the Underwriters of 1,785,715 shares of Class A common stock, $0.0001 par value per share, which we refer to as the Shares, together with up to 267,857 shares of Class A common stock that may be sold to the Underwriters pursuant to their
exercise of an over-allotment option. The Shares and the additional shares of Class A common stock subject to the Underwriters’ over-allotment option have been registered under a registration statement on Form S-3, as amended, that was filed with,
and declared effective by, the Securities and Exchange Commission.
Pursuant to the underwriting agreement, (a) we agreed to issue and sell the Shares to the Underwriters for a purchase price of $13.195 per Share at a closing scheduled to be held on August 19, 2019, and (b) the Underwriters agreed to offer the
Shares to the public at a public offering price of $14.00.
The underwriting agreement contains customary representations, warranties and agreements by us, and customary conditions to closing, indemnification obligations of us and the Underwriters, including indemnification for liabilities under the
Securities Act of 1933, other obligations of the parties, and termination provisions.
Pursuant to the underwriting agreement, our directors and executive officers entered into agreements in substantially the form included as an exhibit to the underwriting agreement providing for a 90-day “lock-up” period (ending on November 12,
2019) with respect to sales of our securities, subject to certain exceptions. We agreed that for a period of 90 days (ending on November 12, 2019), we will not, without the prior written consent of Stifel, Nicolaus & Company, Incorporated, offer,
sell or otherwise dispose of any shares of Class A common stock, subject to certain exceptions.
The foregoing description of the underwriting agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the underwriting agreement, which is included as Exhibit 1.01 to this Current Report on
Form 8-K and is incorporated herein by reference.