Item 8.01 Other Information.
On
January 26, 2021, the Company entered into an Underwriting Agreement (the Underwriting Agreement) with Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., and Cowen and Company, LLC, as
representatives of the several underwriters (the Underwriters), relating to the offering and sale (the Offering) of up to 4,542,500 shares of the Companys common stock, par value $0.0001 per share (the
Shares), which includes up to 592,500 Shares that may be sold upon exercise of a 30-day option to purchase such additional Shares on the same terms and conditions. The Offering is scheduled to
close on January 29, 2021, subject to the satisfaction of customary closing conditions. The Shares are listed on the Nasdaq Global Market.
The Offering is being made pursuant to the Companys effective shelf registration statement on
Form S-3 (Registration No. 333-251824) filed with the Securities and Exchange Commission (the SEC) on December 30, 2020, and declared effective on January 8, 2021. The
Company filed with the SEC a preliminary prospectus supplement, dated January 26, 2021, and a final prospectus supplement, dated January 26, 2021, relating to the offer and sale of the Shares.
Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., and Cowen and Company, LLC are acting as joint
book-running managers. BTIG, LLC is acting as co-manager.
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,
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.
The Underwriting Agreement is
filed as Exhibit 1.1 hereto. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the Shares in the Offering is attached as
Exhibit 5.1 hereto.