The Shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on September 3, 2019, and was declared effective on September 5, 2019 (File No. 333-233601) (the “Registration Statement”).
In addition, the Company is issuing 124,789 shares of unregistered Common Stock to the investors in the Company’s October 2020 offering pursuant to Section 4(v) of the Securities Purchase Agreement dated October 13, 2020 between the Company and the purchasers identified on the signature pages thereto, as amended on February 25, 2021 (the “Anti-Dilution Shares”).
The closing of the offering described above is subject to satisfaction of specified customary closing conditions.
The foregoing summary of the offering, the securities to be issued in connection therewith and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. A copy of the form of Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.