UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement dated January 25, 2021, the selling stockholders have
agreed to sell to the underwriters named below the following respective numbers of shares of common stock:
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Underwriter
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Number of Shares
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Barclays Capital Inc.
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3,000,000
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Goldman Sachs & Co. LLC.
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3,000,000
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Total
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6,000,000
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The underwriting agreement provides that the several obligations of the underwriters to purchase the shares
included in this offering are subject to approval of legal matters by counsel and other conditions. The underwriting agreement also provides that the underwriters are obligated, severally and not jointly, to purchase all the shares of common stock
in the offering if any are purchased, other than those shares covered by the option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of
non-defaulting underwriters may be increased or the offering may be terminated. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
The selling stockholders have granted to the underwriters a 30-day option to purchase up to
900,000 additional shares of which Greenlight Capital Offshore Partners, Ltd. will sell up to 505,428 of any such shares, Greenlight Capital Offshore Master, Ltd. will sell up to 307,957 of any such shares and Solasglas Investments, LP will sell up
to 86,615 of any such shares.
The underwriters propose to offer the shares of common stock from time to time for sale in one or more
transactions on Nasdaq, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. In connection with the sale of the shares of common stock offered hereby, the
underwriters may be deemed to have received compensation in the form of underwriting discounts. The underwriters may effect such transactions by selling shares of common stock to or through dealers, and such dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters and / or purchasers of shares of common stock for whom they may act as agents or to whom they may sell as principal.
The expenses of the offering are estimated at $250,000 and are payable by us.
We have agreed, subject to certain exceptions, to not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention
to make any offer, sale, pledge, disposition or filing, without the prior written consent of Barclays Capital Inc. and Goldman Sachs & Co. LLC, for a period of 90 days after the date of this prospectus supplement.
Our executive officers and directors and the selling stockholders have agreed, subject to certain exceptions, that they will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the
same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common
stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent
of Barclays Capital Inc. and Goldman Sachs & Co. LLC, for a period of 30 days after the date of this prospectus supplement with respect to our executive officers and directors not affiliated with the selling stockholders and 90 days after
the date of this prospectus supplement with respect to the selling stockholders and the affiliated director.
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