Item 1.01 Entry into a Material Definitive Agreement.
On October 24, 2018, the Company entered into an underwriting agreement with BTIG, LLC (the
Underwriting Agreement
) relating to
the underwritten offering of 17,653,809 shares of the Companys common stock, par value $0.001 per share (the
Offering
). BTIG, LLC has agreed to purchase the shares pursuant to the Underwriting Agreement at a price of
$1.1329 per share. Under the terms of the Underwriting Agreement, the Company has granted BTIG, LLC an option, exercisable for 30 days, to purchase up to an additional 2,648,071 shares of common stock. The total net proceeds to the Company from the
Offering are expected to be approximately $20.0 million, before deducting estimated offering expenses payable by the Company, assuming no exercise by BTIG, LLC of its option to purchase additional shares of common stock. The Offering is expected to
close on or about October 29, 2018, subject to customary closing conditions.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company, indemnification obligations of the Company and BTIG, LLC, 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. All of the Companys directors and executive officers and their affiliated entities have agreed not to sell or transfer any shares of the Companys common stock for 90 days, and the Company has
agreed not to sell or transfer any shares of the Companys common stock for 90 days, in each case, after October 24, 2018 without first obtaining the written consent of BTIG, LLC, subject to certain exceptions as described in the
prospectus supplement.
The Offering is being made pursuant to the registration statement on Form S-3, declared effective by the Securities and Exchange
Commission on August 3, 2018 (Registration No. 333-225320), a base prospectus dated August 3, 2018 and a prospectus supplement dated October 24, 2018. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of DLA Piper LLP (US) relating to
the legality of the shares of common stock to be issued in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.