PLAN OF DISTRIBUTION
We are registeringhave entered into the Securities covered by this prospectus on behalf of the Selling Securityholders. All costs, expenses and fees connectedEquity Distribution Agreement with the registration of these Securities will be borne by us. Any brokerage commissions and similar expenses connected with selling the Securities will be borne by the Selling Securityholders. The Selling SecurityholdersGoldman Sachs, as our sales agent (the “sales agent”) under which we may offer and sell the Securities covered by this prospectus from time to time in oneour common stock having an aggregate offering price of up to $106.6 million. The sales agent may act as agent on our behalf or more transactions. The term “Selling Securityholders” includes pledgees, donees, transferees and other successors-in-interest who may acquire Securities through a pledge, gift, partnership distribution or other non-sale related transfer from the Selling Securityholders. The Selling Securityholders will act independentlypurchase shares of the Company in making decisions with respect to the timing, manner and sizeour common stock as principal.
Sales of each sale. These transactions include:
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through one or more underwriters or dealers in a public offering and sale by them, whether individually or through an underwriting syndicate led by one or more managing underwriters;
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in “at the market offerings” within the meaning of Rule 415(a)(4)our common stock, if any, under the Securities Act,Equity Distribution Agreement may be made in ordinary brokers’ transactions, to or through a market maker, on or into an existing tradingthrough the NYSE American, or any other market on an exchangevenue where our common stock may be traded, in the over-the-counter market, in privately negotiated transactions, or otherwise;
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directly to a limited number of purchasers or to a single purchaser;
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through agents;
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by delayed delivery contracts or by remarketing firms;
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ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to this prospectus;
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exchange or over-the-counter distributions in accordance with the rules of the exchange or other market;
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block trades in which the broker-dealer attempts to sell the Securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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transactions in options, swaps or other derivatives that may or may not be listed on an exchange;
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a combination of any such methodmethods of sale; or
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sale. The sales agent may also sell our common stock by any other method permitted pursuantby law. The sales agent is not required to applicable law.
In connection with distributionssell any specific amount of securities but, subject to the terms and conditions of the SecuritiesEquity Distribution Agreement, has agreed to use its reasonable efforts consistent with its normal trading and sales practices to sell shares of our common stock up to the amount specified. There is no arrangement for funds to be received in any escrow, trust or otherwise, the Selling Securityholders may:similar arrangement.
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sell the Securities:
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in negotiated transactions;
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in one or more transactions at a fixed price or prices, whichCommon stock may be changed from time to time;
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sold at market prices prevailing at the timestime of sale;
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sale, at prices related to such prevailing market prices;prices or
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at negotiated prices;prices.
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sellWe will designate the Securities:
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maximum amount of common stock to be sold through the sales agent on a national securities exchange;daily basis or otherwise as we and the sales agent agree and the minimum price per share at which such common stock may be sold. We may instruct the sales agent not to sell any common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We or the sales agent may suspend the offering of our common stock by notifying the other party.
The sales agent will provide to us written confirmation following the close of trading on the NYSE American each day on which shares of common stock are sold under the Equity Distribution Agreement. Each confirmation will include the number of shares of common stock sold on such day, the gross sales proceeds and the compensation payable by us to the sales agent. We will report at least quarterly the number of shares of common stock sold through the sales agent under the Equity Distribution Agreement, the net proceeds to us (before expenses) and the compensation paid by us to the sales agent in connection with the sales of the shares of common stock.
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Under the terms of the Equity Distribution Agreement, we may also sell our common stock to the sales agent as principal for its own account, at a price to be agreed upon at the time of sale. If we sell our common stock to the sales agent as principal, we will enter into a separate terms agreement with the sales agent, setting forth the terms of such transaction.
We will pay the sales agent a commission of up to 3.0% of the gross sales price per share of common stock sold under the Equity Distribution Agreement. We have also agreed to reimburse the sales agent for certain of its expenses.
Settlement of any sales of common stock will occur on the second business day following the date on which such sales were made. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our common stock as contemplated in this prospectus supplement will be settled through the over-the-counter market;facilities of The Depository Trust Company or by such other means as we and the sales agent may agree.
The offering of our common stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of all of our shares of common stock subject to the Equity Distribution Agreement or (ii) termination of the Equity Distribution Agreement by us or by the sales agent as provided therein.
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in transactions otherwise thanIn connection with the sale of the shares of common stock on our behalf, the sales agent may be deemed to be an exchange or in“underwriter” within the over-the-counter market, or in combination;
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sellmeaning of the Securities short and/Act, and the compensation paid to the sales agent may be deemed to be underwriting commissions or deliverdiscounts.
We have agreed to provide indemnification and contribution to the sales agent against certain liabilities, including civil liabilities under the Securities to close out short positions;
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enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of Securities covered by this prospectus, which they may in turn resell; and
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pledge Securities to broker-dealers or other financial institutions, which, upon a default, they may in turn resell.
Act.