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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 19, 2024
Edgewise Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40236 |
|
82-1725586 |
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.) |
1715
38th St.
Boulder,
CO 80301
(Address of principal executive offices) (Zip Code)
(720)
262-7002
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ¨ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
EWTX |
|
The
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On January 19, 2024, Edgewise Therapeutics, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, as representative of the
underwriters listed therein (the “Underwriters”), relating to the issuance and sale in an underwritten registered direct offering
(the “Registered Direct Offering”) by the Company of 21,818,182 shares (the “Shares”) of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $11.00 per share. Gross proceeds from the
Registered Direct Offering before deducting underwriting discounts and commissions and other offering expenses are expected to be approximately
$240.0 million. The Company expects the proceeds from the Registered Direct Offering, together with its cash, cash equivalents and
marketable securities as of December 31, 2023 to exceed $500 million upon closing of the Registered Direct Offering, which is expected
to be sufficient to fund the Company’s operations into 2027. This cash estimate is a preliminary estimate based on net proceeds
and information available to management as of the date of this Current Report on Form 8-K. The offering is expected to close on January
23, 2024, subject to the satisfaction of customary closing conditions.
The Shares
in the Registered Direct Offering were offered pursuant to the Company’s shelf registration statements on Form S-3 (File Nos. 333-264083
and 333-276595) together, the “Registration Statements”), which were filed with the Securities and Exchange Commission
(the “SEC”) on April 1, 2022 and January 19, 2024, respectively, and declared by the SEC or automatically became effective
on May 5, 2022 and January 19, 2024, respectively.
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 (the “Securities Act”), and 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, including being qualified by confidential disclosures exchanged between the parties in connection
with the execution of the Underwriting Agreement.
The foregoing summary of the Underwriting Agreement does not purport
to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1
and incorporated herein by reference.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation relating to the legality of the issuance and sale of the Shares offered in the Registered Direct Offering is
attached as Exhibit 5.1 hereto.
| Item 7.01. |
Regulation FD Disclosure. |
On January 19, 2024, the Company issued a press release announcing
the pricing of the Registered Direct Offering. The text of the press release is included as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
The information furnished by this Current Report on Form 8-K under
Item 7.01 and Exhibit 99.1 attached hereto shall be deemed furnished and not “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are
identified by such words as “believe,” “expect,” “anticipate,” “estimate” and words of
similar import and are based on current expectations that involve risks and uncertainties, such as the Company’s plans, objectives,
expectations and intentions. All statements other than historical or current facts are forward-looking statements, including, without
limitation, statements about the anticipated closing of the Registered Direct Offering and the Company’s anticipated cash runway
into 2027. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially
from those anticipated in the forward-looking statements. These statements, like all statements in this report, speak only as of their
date. Except as required by law, the Company does not undertake to publicly update or revise any forward-looking statements to reflect
events or circumstances that may arise after the date hereof.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EDGEWISE THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ R. Michael Carruthers |
| |
R. Michael Carruthers |
| |
Chief Financial Officer |
Date: January 19, 2024
Exhibit 1.1
UNDERWRITING AGREEMENT
Edgewise Therapeutics, Inc.
21,818,182 Shares of Common Stock
Underwriting Agreement
January 19, 2024
Leerink Partners LLC
As Representative of the
several Underwriters listed
in Schedule 1 hereto
c/o Leerink Partners LLC
1301 Avenue of the Americas, 12th Floor
New York, New York 10019
Ladies and Gentlemen:
Edgewise Therapeutics, Inc., a Delaware corporation
(the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”),
for whom you are acting as representative (the “Representative”), an aggregate of 21,818,182 shares of common stock, par value
$0.0001 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock of the Company
to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
The Company hereby confirms its agreement with
the several Underwriters concerning the purchase and sale of the Shares, as follows:
1. Registration
Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities
Act”), a registration statement on Form S-3 (File No. 333-264083), including a prospectus, relating to the Shares. Such
registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A,
430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430
Information”), is referred to herein as the “Registration Statement”; and the related prospectus covering the Shares
in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet
requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Base Prospectus.”
If applicable, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and, if applicable,
any prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information is referred
to by the term “preliminary prospectus,” and the term “Prospectus” means the Base Prospectus, as supplemented
by each Preliminary Prospectus, if applicable, in the form first used (or made available upon request of purchasers pursuant to Rule 173
under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration
statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any
reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.
Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, the Base Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Securities Act, as of the effective date of the Registration Statement, the date of the Base Prospectus or the date of the Prospectus,
as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the
Registration Statement, the Base Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date
under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively,
the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein
shall have the meanings given to such terms in the Registration Statement and the Prospectus.
At or prior to the Applicable Time (as defined
below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing
Disclosure Package”): the Registration Statement (including the Base Prospectus and documents incorporated by reference in the Registration
Statement) and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex
A hereto.
“Applicable Time” means 7:00 A.M.,
New York City time, on January 19, 2024.
2. Purchase
of the Shares.
(a) The
Company agrees to issue and sell the Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”),
and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set
forth herein, agrees, severally and not jointly, to purchase at a price per share of $10.6425 (the “Purchase Price”) from
the Company the respective number of Shares set forth opposite such Underwriter’s name in Schedule 1 hereto.
(b) The
Company understands that the Underwriters intend to make a public offering of the Shares and initially to offer the Shares on the terms
set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or
through any affiliate of an Underwriter.
(c) Payment
for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative
in the case of the Shares, at the offices of Cooley LLP, counsel for the Underwriters, at 55 Hudson Yards, New York, NY 10001, at 10:00
A.M. New York City time on January 23, 2024, or at such other time or place on the same or such other date, not later than the
fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for
the Shares is referred to herein as the “Closing Date.”
Payment for the Shares to be purchased on the Closing
Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Shares to be
purchased on such date in book-entry form registered in such names and in such denominations as the Representative shall request in writing
not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Shares
duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”)
unless the Representative shall otherwise instruct.
(d) The
Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s
length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with
determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.
Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment,
accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall
be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative
nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative
and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be
performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.
3. Representations
and Warranties of the Company. The Company represents and warrants to each Underwriter that:
(a) [Reserved].
(b) Pricing
Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date will not, contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty
with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished
to the Company in writing by such Underwriter through the Representative expressly for use in such Pricing Disclosure Package, it being
understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material
fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.
(c) Issuer
Free Writing Prospectus. Other than the Registration Statement and the Prospectus, the Company (including its agents and representatives,
other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not
prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities
Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents
and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”)
other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134
under the Securities Act or any document not constituting an offer pursuant to Rule 135 under the Securities Act or (ii) the
documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the
Representative, such approval not to be unreasonably withheld or delayed. Each such Issuer Free Writing Prospectus, if any, complies in
all material respects with the applicable provisions of the Securities Act, has been or will be (within the time period specified in Rule 433
under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the
information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any other Issuer
Free Writing Prospectus, in each case, accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not,
and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the
Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus
in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter
through the Representative expressly for use in such Issuer Free Writing Prospectus, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
(d) Emerging
Growth Company. From the time of initial confidential submission of the registration statement relating to the Company’s initial
public offering to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized
to act on its behalf in any Testing-the-Waters Communication (as defined below)) through the date hereof, the Company has been and is
an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).
“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance
on either Section 5(d) of, or Rule 163B under, the Securities Act.
(e) Testing-the-Waters
Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications in connection with the offering to
which this Agreement relates and (ii) has not authorized anyone to engage in Testing-the-Waters Communications in connection with
the offering to which this Agreement relates. The Company has not distributed or approved for distribution any Written Testing-the-Waters
Communications in connection with the offering of the Shares. “Written Testing-the-Waters Communication” means any Testing-the-Waters
Communication that is a written communication within the meaning of Rule 405 under the Securities Act.
(f) Registration
Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness
of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of
the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge,
threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto,
as of the date of such amendment, the Registration Statement and any such post-effective amendment complied and as of the Closing Date
will comply in all material respects with the applicable requirements of the Securities Act, and did not as of the applicable effective
date and will not as of the Closing Date contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment
or supplement thereto and as of the Closing Date, the Prospectus (as amended and supplemented) complied and will comply in all material
respects with the applicable requirements of the Securities Act and will not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made
in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter
through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto,
it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such
in Section 7(b) hereof.
(g) Incorporated
Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package,
when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act, and none of such
documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference
in the Registration Statement, the Prospectus or the Pricing Disclosure Package, when such documents are filed with the Commission, will
conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(h) Financial
Statements. The financial statements (including the related notes thereto) of the Company included or incorporated by reference in
the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements
of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects, the financial position of the
Company as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified; such
financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”)
applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included or incorporated by reference
in the Registration Statement present fairly in all material respects the information required to be stated therein; the other financial
information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has
been derived from the accounting records of the Company and presents fairly in all material respects the information shown thereby; and
all disclosures included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus
regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply
with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.
(i) No
Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the capital
stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, the
grant of options and awards under existing equity incentive plans described in, and the issuance of any stock upon conversion of the Company’s
securities described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and the repurchase of shares of
capital stock pursuant to agreements providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant
to the Company’s repurchase rights), any material change in short-term debt or long-term debt of the Company, or any dividend or
distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse
change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties,
management, financial position, stockholders’ equity, or results of operations of the Company or prospects of the Company; (ii) the
Company has not entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the
Company or incurred any liability or obligation, direct or contingent, that is material to the Company; and (iii) the Company has
not sustained any loss or interference with its business that is material to the Company and that is either from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any
court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus.
(j) Organization
and Good Standing. The Company has been duly organized and is validly existing and in good standing under the laws of its jurisdictions
of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property
or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and
to conduct the business in which it is engaged, except where the failure to be so qualified or in good standing or have such power or
authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties,
management, financial position, stockholders’ equity, results of operations or prospects of the Company or on the performance by
the Company of its obligations under this Agreement (a “Material Adverse Effect”). The Company does not have any direct or
indirect subsidiaries and does not own or control, directly or indirectly, any corporation, association or other entity.
(k) Capitalization.
The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus
under the heading “Description of Capital Stock”; all the outstanding shares of capital stock of the Company have been duly
and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights that
have not been duly waived or satisfied; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure
Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights that have not been duly
waived or satisfied), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock
or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to
the issuance of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options;
the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement,
the Pricing Disclosure Package and the Prospectus.
(l) Stock
Options. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans
of the Company (the “Company Stock Plans”), (i) each grant of a Stock Option was duly authorized no later than the date
on which the grant of such Stock Option was by its terms to be effective by all necessary corporate action, including, as applicable,
approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder
approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any), to the Company’s
knowledge, was duly executed and delivered by each party thereto, (ii) each such grant was made in all material respects in accordance
with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements and
(iii) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes)
of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act, as applicable, and
other applicable laws to the extent such disclosure is required under the Exchange Act and other applicable laws.
(m) Due
Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations
hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and
the consummation by it of the transactions contemplated hereby has been duly and validly taken.
(n) Underwriting
Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(o) The
Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered
and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material
respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance
of the Shares is not subject to any preemptive or similar rights that have not been duly waived.
(p) Descriptions
of the Underwriting Agreement. This Agreement conforms in all material respects to the description thereof contained in the Registration
Statement, the Pricing Disclosure Package and the Prospectus.
(q) No
Violation or Default. The Company is not (i) in violation of its charter or by-laws or similar organizational documents; (ii) in
default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance
or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company is a party or by which the Company is bound or to which any property or asset of the Company is subject;
or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental
or regulatory authority, having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any
such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(r) No
Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation
of the transactions contemplated by this Agreement or the Pricing Disclosure Package and the Prospectus will not (i) conflict with
or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification
or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of the
Company pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a
party or by which the Company is bound or to which any property, right or asset of the Company is subject, (ii) result in any violation
of the provisions of the charter or by-laws or similar organizational documents of the Company or (iii) result in the violation of
any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority,
having jurisdiction over the Company, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation,
default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect.
(s) No
Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court
or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement,
the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement, except for (i) the registration
of the Shares under the Securities Act, (ii) such consents, approvals, authorizations, orders and registrations or qualifications
as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) or the Nasdaq Global Select Market
(the “Nasdaq Market”) and under applicable state securities laws in connection with the purchase and distribution of the Shares
by the Underwriters, and (iii) those that have already been obtained or waived.
(t) Legal
Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal,
governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”)
pending to which the Company is, or to the knowledge of the Company, may reasonably be expected to become a party or to which any property
of the Company is subject that, individually or in the aggregate, if determined adversely to the Company, would reasonably be expected
to have a Material Adverse Effect; to the knowledge of the Company, no such Actions are threatened or contemplated by any governmental
or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required under the Securities
Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents
that are required under the Securities Act to be filed or incorporated by reference as exhibits to the Registration Statement or described
in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed or incorporated by reference as
exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(u) Independent
Accountants. KPMG LLP, who has certified certain financial statements of the Company, is an independent registered public accounting
firm with respect to the Company within the applicable rules and regulations adopted by the Commission and the Public Company Accounting
Oversight Board (United States) and as required by the Securities Act.
(v) Title
to Real and Personal Property. The Company has good and marketable title in fee simple (in the case of real property) to, or has valid
rights to lease or otherwise use, all items of real and personal property that are material to the business of the Company (other than
with respect to Intellectual Property, title to which is addressed exclusively in Section 3(w)), in each case free and clear of all
liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use
made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect.
(w) Intellectual
Property. The Company owns or has valid and enforceable licensed rights to use, all patents, patent applications, trademarks, service
marks, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, Internet domain
names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures), and all other intellectual property and proprietary rights,
including registrations and applications for registration thereof necessary for the conduct of its business as currently conducted and
as proposed to be conducted, and which are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus
as being owned by or licensed to the Company (collectively, “Intellectual Property”). To the Company’s knowledge, the
Company’s conduct of its business does not and will not infringe, misappropriate or otherwise violate the Intellectual Property
of any third party. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid
or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication.
The Company has not received any notice of any claim of infringement, misappropriation or conflict with any intellectual property rights
of another, and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. To the Company’s
knowledge, (i) there are no third parties who have rights to any Intellectual Property, except for the rights of third-party licensors;
and (ii) there is no infringement by third parties of any Intellectual Property. Except as disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit,
proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is
unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity,
enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for
any such action, suit, proceeding or claim; or (C) asserting that the Company infringes, misappropriates, or otherwise violates,
or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus as under development, infringe, misappropriate, or otherwise violate, any intellectual property rights of others, and
the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company has
complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements
are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications
included in the Intellectual Property. The Company has taken all reasonable steps to protect, maintain and safeguard their Intellectual
Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention
assignments with their employees, and to the Company’s knowledge no employee of the Company is in or has been in violation of any
term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation
agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates
to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark
Office during the prosecution of the United States patents and patent applications within the Intellectual Property have been complied
with for the Company owned Intellectual Property; and in all foreign offices having similar requirements, all such requirements have been
complied with for the Company owned Intellectual Property. None of the Company owned Intellectual Property or technology (including information
technology and outsourced arrangements) employed by the Company has been obtained or is being used by the Company in violation of any
contractual obligation binding on the Company or any of its officers, directors or employees or otherwise in violation of the rights of
any persons. The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under
development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively
licensed to, the Company.
(x) Trade
Secrets. The Company has taken reasonable actions to protect its rights in and prevent the unauthorized use and disclosure of material
trade secrets and confidential business information (which may include confidential source code, ideas, research and development information,
know-how, formulas, compositions, technical data, designs, drawings, specifications, research records, records of inventions, test information,
financial, marketing and business data, customer and supplier lists and information, pricing and cost information, business and marketing
plans and proposals) owned by the Company, and, to the knowledge of the Company, there has been no unauthorized use or disclosure of material
trade secrets and confidential business information.
(y) IT
Assets. (i) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,
the computers, software, servers, networks, data communications lines, and other information technology systems owned, licensed, leased
or otherwise used by the Company (excluding any public networks) (collectively, the “IT Assets”) operate and perform as is
necessary for the operation of the business of the Company as currently conducted as described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, and to the Company’s knowledge, such IT Assets are not infected by viruses, disabling code
or other harmful code; and (ii) the Company has at all times implemented and maintained commercially reasonable controls, policies,
procedures, and safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy
and security of all IT Assets and all Personal Data (defined below) sensitive, confidential or regulated data used in their businesses
and within their possession or otherwise in their operational control, and to the knowledge of the Company, there have been no breaches,
violations, outages or unauthorized uses of or accesses to same.
(z) Data
Privacy and Security Laws. The Company is, and at all prior times was, in compliance with all applicable state and federal data privacy
and security laws and regulations, including without limitation, as applicable, the Health Insurance Portability and Accountability Act
of 1996 (“HIPAA”) as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH
Act”) and the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, the “Privacy
Laws”), except to the extent that any non-compliance would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has in place, complies with, and takes reasonable steps to
ensure compliance with its policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,
handling, and analysis of Personal Data (the “Policies”). “Personal Data” means, as applicable, (i) a natural
person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number,
driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information
which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected
Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (v) any other piece of information
that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related
to an identified person’s health or sexual orientation. The Company has at all times made all disclosures to users or customers
required by applicable Privacy Laws, and none of such disclosures made or contained in any Policy have been inaccurate or in violation
of any applicable Privacy Laws, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company: (i) has not received written notice of any actual or potential liability under or relating to, or actual
or potential violation by the Company of, any of the Privacy Laws and has no knowledge of any event or condition that would reasonably
be expected to result in any such notice; (ii) is not currently conducting or paying for, in whole or in part, any investigation,
remediation, or other corrective action required by any governmental entity pursuant to any Privacy Law; (iii) it has made all notices
to all persons, including affected individuals and applicable governmental or regulatory authorities, required under any Privacy Law with
respect to the use, disclosure or breaches of Personal Data; or (iv) is not a party to any order, decree, or settlement agreement
that imposes any obligation or liability under any Privacy Law.
(aa) No
Complaints. To the Company’s knowledge, there is no complaint to or audit, proceeding, investigation (formal or informal) or
claim currently pending against the Company by the Federal Trade Commission, the U.S. Department of Health and Human Services and any
office contained therein (“HHS”), or any similar authority in any jurisdiction other than the United States or any other governmental
entity, or by any person in respect of the collection, use or disclosure of Personal Data by the Company, and, to the knowledge of the
Company, no such complaint, audit, proceeding, investigation or claim is threatened.
(bb) FDA
Compliance. The Company: (A) is and at all times has been in material compliance with all statutes, rules or regulations
of the U.S. Food and Drug Administration (the “FDA”) and other comparable governmental entities applicable to the ownership,
testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage,
import, export or disposal of any product under development, manufactured or distributed by the Company (“Applicable Laws”);
(B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other written correspondence
or written notice from the FDA or any governmental entity alleging or asserting a material noncompliance with any Applicable Laws or any
licenses, certificates, approvals, clearances, exemptions, authorizations, permits and supplements or amendments thereto required by any
such Applicable Laws (“Authorizations”); (C) possesses all Authorizations and such Authorizations are valid and in full
force and effect and the Company is not in violation of any material term of any such Authorizations; (D) has not received written
notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from the FDA or any governmental
entity or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and has
no knowledge that the FDA or any governmental entity or third party is threatening any such claim, litigation, arbitration, action, suit,
investigation or proceeding; (E) has not received written notice that the FDA or any governmental entity has taken, is taking or
intends to take action to suspend, modify or revoke any Authorizations and has no knowledge that the FDA or any governmental entity is
threatening such action, except in each case as would not, individually or in the aggregate, have a Material Adverse Effect; and (F) has
filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and
supplements or amendments as required by any Applicable Laws or Authorizations and, to the knowledge of the Company, that all such reports,
documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material
respects on the date filed (or were corrected or supplemented by a subsequent submission).
(cc) Tests
and Preclinical and Clinical Trials. The preclinical studies and clinical trials conducted by or, to the Company’s knowledge,
on behalf of the Company, that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as applicable,
and are intended to be or have been submitted to FDA or other comparable governmental entities, were and, if still ongoing, are being
conducted in all material respects in accordance with experimental protocols, applicable Authorizations, and Applicable Laws, including,
without limitation, the Federal Food, Drug and Cosmetic Act and the rules and regulations promulgated thereunder and, for studies
submitted to regulatory authorities for approval, in all material respects, current Good Clinical Practices and Good Laboratory Practices
and any applicable rules and regulations of the jurisdiction in which such trials and studies are being conducted; the descriptions
of the results of such studies and trials contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus are,
to the Company’s knowledge, accurate and complete and fairly present the data derived from such studies and trials in all material
respects; except to the extent disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company
is not aware of any studies or trials, the results of which the Company believes materially call into question the study or trial results
described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus when viewed in the context in
which such results are described and the clinical stage of development; and, except to the extent disclosed in the Registration Statement,
the Pricing Disclosure Package or the Prospectus, the Company has not received any written notices or correspondence from the FDA or any
governmental entity requiring the termination or suspension of any preclinical studies or clinical trials conducted by or on behalf of
the Company, other than ordinary course communications with respect to modifications in connection with the design and implementation
of such trials, copies of which communications have been made available to you.
(dd) Compliance
with Health Care Laws. The Company is, and at all times has been, in compliance with all applicable Health Care Laws and to the extent
applicable to the Company’s current business and product candidates, except to the extent that any
non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes
of this Agreement, “Health Care Laws” means: (i) the Federal Food, Drug, and Cosmetic Act; the Public Health Service
Act (42 U.S.C. §§ 201 et seq.), and the regulations promulgated thereunder; (ii) all applicable federal, state, local and
foreign health care fraud and abuse laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b));
(iii) HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et
seq.); (iv) licensure, quality, safety and accreditation requirements under applicable federal, state, local or foreign laws or regulatory
bodies; (v) all other applicable local, state, federal, national, supranational and foreign laws, relating to the regulation of the
Company’s current business and product candidates; and (vi) the directives and regulations promulgated pursuant to such statutes
and any state or non-U.S. counterpart thereof. Neither the Company nor any of its respective officers, directors, employees or, to
the Company’s knowledge, agents have engaged in activities which materially violate a Health Care Law. The Company has not
received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from
any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in violation
of any Health Care Laws nor, to the Company’s knowledge, is any such claim, action, suit, proceeding, hearing, enforcement, investigation,
arbitration or other action threatened, except in each case as would not, individually or in the aggregate, have a Material Adverse Effect.
The Company has filed, maintained or submitted all material reports, documents, forms, notices, applications, records, submissions and
supplements or amendments as required by any Health Care Laws, and all such reports, documents, forms, notices, applications, records,
submissions and supplements or amendments were complete and accurate on the date filed in all material respects (or were corrected or
supplemented by a subsequent submission). Neither the Company nor any of its respective employees, officers, directors, or, to the Company’s
knowledge, agents is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar
agreements with or imposed by any governmental or regulatory authority. Additionally, neither the Company nor any of its respective employees,
officers, or directors, and, to the knowledge of the Company, its agents has been excluded, suspended or debarred from participation in
any U.S. federal health care program or human clinical research or, to the knowledge of the Company, is subject to a governmental inquiry,
investigation, proceeding, or other similar action that would reasonably be expected to result in debarment, suspension, or exclusion.
(ee) No
Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors,
officers, stockholders, customers, suppliers or other affiliates of the Company, on the other, that is required by the Securities Act
to be described in each of the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing
Disclosure Package.
(ff) Investment
Company Act. The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds
thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to register
as an “investment company” or an entity “controlled” by an “investment company” within the meaning
of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the
“Investment Company Act”).
(gg) Taxes.
The Company has paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date
hereof, except where the failure to file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect; and except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus or
as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no tax deficiency that
has been, or would reasonably be expected to be, asserted against the Company or any of its properties or assets.
(hh) Licenses
and Permits. The Company possesses all licenses, certificates, permits and other authorizations issued by, and has made all declarations
and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership
or lease of its properties or the conduct of its business as described in each of the Registration Statement, the Pricing Disclosure Package
and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect; and except as described in each of the Registration Statement, the Pricing Disclosure Package and the
Prospectus, the Company has not received written notice of any revocation or modification of any such license, certificate, permit or
authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary
course, except where such revocation, modification or non-renewal would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. To the Company’s knowledge, no party granting any such licenses, certificates, permits and other
authorizations has taken any action to limit, suspend or revoke the same in any material respect. The Company has filed, obtained, maintained
or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments
as required and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments
were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission) as required for
maintenance of their licenses, certificates, permits and other authorizations that are necessary for the conduct of its business.
(ii) No
Labor Disputes. No labor disturbance by or dispute with employees of the Company exists or, to the knowledge of the Company, is contemplated
or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of
its principal suppliers, contractors or customers, except as would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.
(jj) Certain
Environmental Matters. (i) The Company (x) is in compliance with all, and has not violated any, applicable federal, state,
local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally
enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous
or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) has received and
is in compliance with all, and has not violated any, permits, licenses, certificates or other authorizations or approvals required of
it under any Environmental Laws to conduct its business; and (z) has not received written notice of any actual or potential liability
under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation
of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and has no knowledge of any event or
condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with
Environmental Laws of or relating to the Company, except in the case of each of (i) and (ii) above, for any such matter as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in
each of the Registration Statement, Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or
to the knowledge of the Company, that is contemplated, against the Company under any Environmental Laws in which a governmental entity
is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be
imposed, (y) the Company is not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other
obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably
be expected to have a Material Adverse Effect and (z) the Company currently does not anticipate material capital expenditures relating
to any Environmental Laws.
(kk) Hazardous
Materials. There has been no storage, generation, transportation, use, handling, treatment, Release or, to the knowledge of the Company,
threat of Release of Hazardous Materials by, relating to or caused by the Company (or, to the knowledge of the Company, any other entity
(including any predecessor) for whose acts or omissions the Company is or could reasonably be expected to be liable) at, on, under or
from any property or facility now or, to the knowledge of the Company, previously owned, operated or leased by the Company, or, to the
knowledge of the Company, at, on, under or from any other property or facility, in violation of any Environmental Laws or in a manner
or amount or to a location that could reasonably be expected to result in any liability under any Environmental Law, except for any violation
or liability which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “Hazardous
Materials” means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in
any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos
and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, regulated or which can give rise
to liability under any Environmental Law. “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment,
or in, into from or through any building or structure.
(ll) Compliance
with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), for which the Company or, to the Company’s knowledge, any member of its “Controlled
Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of
Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or
(o) of the Code) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements
of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited
transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan,
excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding
rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably
expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the
Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning
of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of
ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA) (v) the
fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those
assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA
and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to
be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to
act, which would cause the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred,
nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension
Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”
within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or is reasonably
likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company
or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount
of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a
material increase in the Company’s “accumulated post-retirement benefit obligations” (within the meaning of Accounting
Standards Codification Topic 715-60) compared to the amount of such obligations in the Company’s most recently completed fiscal
year, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(mm) Disclosure
Controls. The Company maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of
the Exchange Act) that complies with the requirements of the Exchange Act applicable to the Company and that has been designed to ensure
that information required to be disclosed by the Company in reports that it will file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures
designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely
decisions regarding required disclosure. The Company has carried out an evaluation of the effectiveness of its disclosure controls and
procedures as required by Rule 13a-15 of the Exchange Act.
(nn) Accounting
Controls. The Company maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of
the Exchange Act) that comply with the applicable requirements of the Exchange Act and have been designed by, or under the supervision
of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
GAAP. The Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed
in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and
the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with
the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal
controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, there are no material weaknesses in the Company’s
internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of:
(i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting
which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and
report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a
significant role in the Company’s internal controls over financial reporting.
(oo) eXtensible
Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference
in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance
with the Commission’s rules and guidelines applicable thereto.
(pp) Insurance.
The Company has insurance covering its properties, operations, personnel and business, including business interruption insurance relating
to physical damage to its facilities, which insurance is in amounts and insures against such losses and risks as are, in the Company’s
reasonable judgement, adequate to protect the Company and its business; and the Company (i) has not received written notice from
any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to
continue such insurance or (ii) does not have any reason to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue
its business.
(qq) Cybersecurity;
Data Protection. (i) Except as would not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, the Company’s information technology assets and equipment, including, without limitation, those owned, licensed
or otherwise used (excluding any public networks), such as its data communications lines, computers, systems, networks, hardware, servers,
software, websites, applications, and databases (collectively, “IT Systems”) are adequate in capacity and operation for, and
operate and perform as required in connection with the operation of the business of the Company as currently conducted as described in
the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the Company’s knowledge, free and clear of all
material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; and (ii) the Company has at all times in
the past three (3) years implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain
and protect their material confidential information and the confidentiality, integrity, availability, continuous operation, redundancy
and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data used in its business
(“Company Data”), and (iii) to the knowledge of the Company, except as would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect, there have been no breaches, violations, outages, compromises, or unlawful or
unauthorized acquisitions of, disclosures of, uses of or accesses to IT Systems and Company Data, except for those that have been remedied
without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating
to IT Systems and Company Data. The Company is presently and, at all times, has been in compliance with all (i) applicable
laws, statutes, judgments, orders, rules and regulations of any court, arbitrator, governmental or regulatory authority; and (ii) internal
policies and contractual obligations, each (i) and (ii) relating to the privacy and security of IT Systems and Company Data
and to the protection of such IT Systems and Company Data from unauthorized use, access, misappropriation or modification, except to the
extent that any non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(rr) No
Unlawful Payments. Neither the Company nor any director, officer or employee of the Company nor, to the knowledge of the Company,
any agent, affiliate or other person associated with or acting on behalf of the Company has (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in
furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful payment or benefit or
provision of anything of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including
of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for
or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated
or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or, as applicable, any law or regulation
implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other
applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful
bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper
payment or benefit. The Company has instituted, maintains and enforces, and will continue to maintain and enforce policies and procedures
designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.
(ss) Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements, including the applicable money laundering statutes of all jurisdictions where the
Company conducts business, the rules or regulations thereunder and any related or similar rules, regulations or guidelines applicable
to such entities issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(tt) No
Conflicts with Sanctions Laws. Neither the Company nor its directors, officers, or employees, nor, to the knowledge of the Company,
any agent, affiliate or other person while acting on behalf of the Company is currently the subject or the target of any applicable sanctions
administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department
of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially
designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union,
His Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is
the Company located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation,
the Crimea, the so called Donetsk People’s Republic, the so called Luhansk People’s Republic, non-government controlled areas
of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”);
and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise
make available such proceeds to any joint venture partner or other person or entity (i) to fund or facilitate any activities of or
business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or
facilitate any activities of or business in any Sanctioned Country, or (iii) in any other manner that will result in a violation
by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.
For the past five years, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with
any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
(uu) No
Broker’s Fees. The Company is not a party to any contract, agreement or understanding with any person (other than this Agreement)
that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or like payment
in connection with the offering and sale of the Shares.
(vv) No
Registration Rights. No person has the right to require the Company to register any securities for sale under the Securities Act by
reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares except such rights as have
been duly waived.
(ww) No
Stabilization. The Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause
or result in any stabilization or manipulation of the price of the Shares.
(xx) Margin
Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company as described
in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board of Governors.
(yy) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) included or incorporated by reference in any of the Registration Statement, the Pricing Disclosure Package or the Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(zz) Statistical
and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and
market-related data included or incorporated in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus
is not based on or derived from sources that are reliable and accurate in all material respects.
(aaa) Sarbanes-Oxley
Act. There is and has been no failure on the part of the Company, or to the Company’s knowledge or any of the Company’s
directors or officers, in their capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002, as amended
and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402
related to loans.
(bbb) Status
under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under
the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined
in Rule 405 under the Securities Act. The Company has paid the registration fee for this offering pursuant to Rule 456(b)(1) under
the Securities Act or will pay such fee within the time period required by such rule (without giving effect to the proviso therein)
and in any event prior to the Closing Date.
(ccc) No
Ratings. There are (and prior to the Closing Date, will be) no debt securities, convertible securities or preferred stock issued
or guaranteed by the Company that are rated by a “nationally recognized statistical rating organization”, as such term is
defined in Section 3(a)(62) under the Exchange Act.
4. Further
Agreements of the Company. The Company covenants and agrees with each Underwriter that:
(a) Required
Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and
Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433
under the Securities Act; and the Company will file promptly all reports and any definitive proxy or information statements required to
be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the
Shares; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered)
to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement
(or such later time as may be agreed by the Company and the Representative) in such quantities as the Representative may reasonably request.
(b) Delivery
of Copies. The Company will deliver, upon request of the Representative and without charge, (i) to the Representative, two signed
copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents
filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration
Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined
below), as many copies of the Prospectus (including all amendments and supplements thereto and documents
incorporated by reference therein and each
Issuer Free Writing Prospectus) as the Representative may reasonably request. As used herein, the term “Prospectus Delivery Period”
means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters
a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities
Act) in connection with sales of the Shares by any Underwriter or dealer.
(c) Amendments
or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing
any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure
Package or the Prospectus, whether before or after the time that the Registration
Statement becomes effective the Company will furnish to the Representative and counsel for the Underwriters a copy of the proposed
Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file
any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representative reasonably object
upon advice of counsel.
(d) Notice
to the Representative. The Company will advise the Representative promptly, and confirm such advice in writing (which confirmation
may be delivered by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the
Registration Statement has been filed or becomes effective; (iii) when any supplement to the Pricing Disclosure Package, the Prospectus,
any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or
distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement
to the Pricing Disclosure Package, Prospectus or the receipt of any comments from the Commission relating to the Registration Statement
or any other request by the Commission for any additional information including, but not limited to, any request for information concerning
any Testing-the-Waters Communication; (v) of the issuance by the Commission or any other governmental or regulatory authority of
any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of the Pricing Disclosure
Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or, to the Company’s knowledge, threatening
of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development
within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing
Prospectus or Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when
the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication
is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension
of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening
of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending
the effectiveness of the Registration Statement, preventing or suspending the use of any of the Pricing Disclosure Package or the Prospectus
or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will
use reasonable best efforts to obtain as soon as possible the withdrawal thereof.
(e) Ongoing
Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist
as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is
delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with applicable
law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with
the Commission and furnish to the Underwriters and to such dealers as the Representative may designate such amendments or supplements
(or any document to be filed with the Commission and incorporated by reference therein) to the Prospectus as may be necessary so that
the statements in the Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference
therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that
the Prospectus will comply with applicable law and (2) if at any time prior to the Closing Date (i) any event or development
shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary
to amend or supplement the Pricing Disclosure Package to comply with law, the Company will promptly notify the Underwriters thereof and
forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters
and to such dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package (or any document
to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Pricing Disclosure
Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered
to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable law.
(f) Blue
Sky Compliance. The Company will use its commercially reasonable best efforts, with the Underwriters’ cooperation, if necessary,
to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably
request and will use its commercially reasonable best efforts, with the Underwriters’ cooperation, if necessary, to continue such
qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to
(i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise
be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself
to taxation in any such jurisdiction if it is not otherwise so subject.
(g) Earnings
Statement. The Company will make generally available to its security holders and the Representative as soon as reasonably practicable
an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission
promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after
the “effective date” (as defined in Rule 158) of the Registration Statement, provided that the Company will be deemed
to have furnished such statements to its security holders and the Representative to the extent they are filed on the Commission’s
Electronic Data Gathering Analysis and Retrieval system (“EDGAR”) or any successor system.
(h) Clear
Market. For a period of 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,
or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under
the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly
disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the
prior written consent of the Representative, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the
Company issued upon the exercise or settlement of options or other awards granted under Company Stock Plans described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, or conversion of convertible securities outstanding as of the date of this
Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Common
Stock, options and other awards granted under a Company Stock Plan or shares issued pursuant to an employee stock purchase plan, in each
case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing by the Company
of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan or employee stock purchase
plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (E) any shares of Common Stock
or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing
or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements)
or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant
to this clause (E) shall not exceed seven and a half percent (7.5%) of the total number of outstanding shares of Common Stock immediately
following the issuance and sale of the Shares pursuant hereto on a fully-diluted basis; provided, further, that, in the case of clauses
(B), (C) and (E), the Company shall cause each newly appointed director or executive officer that is a recipient of shares of Common
Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such securities, a lock-up agreement on
substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that
such terms remain in effect at the time of the transfer and to the extent not already executed and delivered
by such recipients as of the date hereof.
(i) Use
of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in each of the Registration Statement,
the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds.”
(j) No
Stabilization. Neither the Company nor its affiliates will take, directly or indirectly, any action designed to or that would reasonably
be expected to cause or result in any stabilization or manipulation of the price of the Stock.
(k) Exchange
Listing. The Company will use its reasonable best efforts to list, subject to notice of issuance, the Shares on the Nasdaq Market.
(l) Reports.
For a period of two years from the date of this agreement, so long as the Shares are outstanding, the Company will furnish to the Representative,
as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares,
and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic
quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representative
to the extent they are filed on EDGAR or any successor system
(m) Record
Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing
Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.
(n) Emerging
Growth Company. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any
time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion
of the 60-day restricted period referred to in Section 4(h) hereof.
5. Certain
Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:
(a) It
has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”,
as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by
the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than
(i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the
Securities Act) that was not included (including through incorporation by reference) in a previously filed Issuer Free Writing Prospectus,
(ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above
(including any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company
in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing
Prospectus”).
(b) It
has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms
of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided
that Underwriters may use a term sheet substantially in the form of Annex B hereto without the consent of the Company; provided further
that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or
substantially concurrently with, the first use of such term sheet
(c) It
is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify
the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
6. Conditions
of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Shares on the Closing Date, as provided herein
is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:
(a) Registration
Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding
for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or, to the knowledge of the Company,
threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission
under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities
Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been
complied with to the reasonable satisfaction of the Representative.
(b) Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and
on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this
Agreement shall be true and correct on and as of the Closing Date.
(c) No
Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist,
which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus
(excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representative is material and adverse
as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date, on the terms
and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
(d) Officer’s
Certificate. The Representative shall have received on and as of the Closing Date a certificate of the chief financial officer or
chief accounting officer of the Company and one additional senior executive officer of the Company who is satisfactory to the Representative
(i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus
and, to the knowledge of such officers, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct
on and as of such date, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and
correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date, and (iii) to the effect set forth in paragraphs (a) and (c) above.
(e) Comfort
Letters. On the date of this Agreement and on the Closing Date, KPMG LLP shall have furnished to the Representative, at the request
of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably
satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by
reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered
on the Closing Date shall use a “cut-off” date no more than three business days prior to such Closing Date.
(f) Opinion
and Negative Assurance Letter of Counsel for the Company. Wilson Sonsini Goodrich & Rosati Professional Corporation, counsel
for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion and negative assurance
letter, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.
(g) Opinion
of Intellectual Property Counsel for the Company. Wilson Sonsini Goodrich & Rosati Professional Corporation, intellectual
property counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion, dated
the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.
(h) Opinion
and Negative Assurance Letter of Counsel for the Underwriters. The Representative shall have received on and as of the Closing Date
an opinion and negative assurance letter addressed to the Underwriters, of Cooley LLP, counsel for the Underwriters, with respect to such
matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may
reasonably request to enable them to pass upon such matters.
(i) No
Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted,
adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the
issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as
of the Closing Date, prevent the issuance or sale of the Shares.
(j) Good
Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company
in its jurisdiction of organization and good standing in such other jurisdictions as the Representative may reasonably request, in each
case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
(k) Exchange
Listing. The Shares to be delivered on the Closing Date shall have been approved for listing on the Nasdaq Market, subject to official
notice of issuance.
(l) Lock-up
Agreements. The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain
securityholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain
other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.
(m) Additional
Documents. On or prior to the Closing Date, the Company shall have furnished to the Representative such further certificates and documents
as the Representative may reasonably request.
(n) Chief
Financial Officer Certificate. On the date of this Agreement and on the Closing Date, the Company shall have furnished to the Representative
a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its Chief Financial Officer with respect
to certain financial data included in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with
respect to such information, in form and substance reasonably satisfactory to the Representatives.
All opinions, letters, certificates and evidence
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to counsel for the Underwriters.
7. Indemnification
and Contribution.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and
each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented
out-of-pocket legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such
fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue
statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer
Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, any Testing-the-Waters Communication prepared or authorized by the Company, any road show as defined in Rule 433(h) under
the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently
been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter
through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter
consists of the information described as such in Section 7(b) below.
(b) Indemnification
of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its
officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable and documented out-of-pocket
legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses
are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through
the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer
Free Writing Prospectus, any Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing
Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by
any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the sentences
and figure relating to selling concession appearing in the first paragraph under the heading “Underwriting—Discounts and Commissions”
and (ii) the statements concerning the Underwriters contained in the second and third paragraphs under the heading “Underwriting—Price
Stabilization, Short Positions and Penalty Bids.”
(c) Notice
and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be
brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this
Section 7, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification
may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall
not relieve it from any liability that it may have under the preceding paragraphs of this Section 7 except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further,
that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise
than under the preceding paragraphs of this Section 7. If any such proceeding shall be brought or asserted against an Indemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory
to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent
the Indemnified Person and any others entitled to indemnification pursuant to this Section that the Indemnifying Person may designate
in such proceeding and shall pay the reasonable and documented out-of-pocket fees and expenses in such proceeding and shall pay the reasonable
and documented out-of-pocket fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying
Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those
available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they
are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter
shall be designated in writing by the Representative and any such separate firm for the Company, its directors, its officers who signed
the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person
shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, the Indemnifying
Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement. Notwithstanding
the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified
Person for reasonable and documented out-of-pocket fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person
shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into
more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed
the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the
written consent of the Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have
been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified
Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter
of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or
on behalf of any Indemnified Person.
(d) Contribution.
If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu
of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received
by the Company, on the one hand, and the Underwriters on the other, from the offering of the Shares or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Underwriters on the other, in connection
with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand, and the Underwriters on the other, shall be deemed to
be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares
and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in
the table on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares. The relative fault of the
Company, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied
by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.
(e) Limitation
on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph
(d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph
(d) above shall be deemed to include, subject to the limitations set forth above, any reasonably incurred and documented out-of-pocket
legal or other reasonably incurred and documented out-of-pocket expenses incurred by such Indemnified Person in connection with any such
action or claim. Notwithstanding the provisions of paragraphs (d) and (e), in no event shall an Underwriter be required to contribute
any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect
to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (d) and (e) are several
in proportion to their respective purchase obligations hereunder and not joint.
(f) Non-Exclusive
Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any Indemnified Person at law or in equity.
8. Effectiveness
of Agreement. This Agreement shall become effective as of the date first written above.
9. Termination.
This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and
delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited
on or by any of the New York Stock Exchange or the Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the
Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking
activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the
judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or
delivery of the Shares on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package
and the Prospectus.
10. Defaulting
Underwriter.
(a) If,
on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such
date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to
the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting
Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 36 hours within
which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons
become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may
postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company
or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement,
and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any
such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context
otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting
Underwriter agreed but failed to purchase.
(b) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing
Date does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right
to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such
date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date)
of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.
(c) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing
Date exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right
described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters.
Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that
the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions
of Section 7 hereof shall not terminate and shall remain in effect.
(d) Nothing
contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter
for damages caused by its default.
11. Payment
of Expenses.
(a) Whether
or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause
to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the
costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection;
(ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any Issuer
Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto)
and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the
fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the
Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation,
printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the
cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses
and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the fees and expenses
of counsel for the Underwriters provided that the fees and expenses pursuant to clauses (iv) and (vii) shall not, in the aggregate,
exceed $40,000 (exclusive of filing fees)); (viii) all expenses incurred by the Company in connection with any “road show”
presentation to potential investors, including 50% of the costs of any chartered plane to be used in connection with any “road show”
presentation to potential investors (it being understood that the Underwriters will pay the other 50% of the costs of chartering aircraft
in connection with any “roadshow”) and; (ix) all expenses and application fees related to the listing of the Shares on
the Nasdaq Market. It is understood, however, that except as provided in this Section 11 or Section 7 hereof, the Underwriters
will pay their own costs and expenses, including the fees of their counsel, stock transfer taxes on the resale of Shares owned by them,
any advertising expenses connected with any offers they may make and all travel, lodging and other expenses of the Underwriters (except
as set forth in clause (viii) above) and any of their employees incurred by them in connection with any “road show” presentation
to potential investors.
(b) If
(i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for
delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement,
the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable
and documented fees and expenses of their counsel) reasonably and actually incurred by the Underwriters in connection with this Agreement
and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs,
fees or expenses incurred by any Underwriter that defaults in its obligation to purchase the Shares.
12. Persons
Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred
to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter
shall be deemed to be a successor merely by reason of such purchase.
13. Survival.
The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained
in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant
hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination
of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers, controlling
persons or affiliates referred to in Section 7 hereof.
14. Certain
Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”
has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other
than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has
the meaning set forth in Rule 405 under the Securities Act.
15. Compliance
with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the
Company, which information may include the name and address of their respective clients, as well as other information that will allow
the Underwriters to properly identify their respective clients.
16. Miscellaneous.
(a) Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representative c/o Leerink
Partners LLC, 1301 Avenue of the Americas, 12th Floor, New York, New York 10019, Attention: Stuart R. Nayman, Esq. (e-mail at stuart.nayman@leerink.com).
Notices to the Company shall be given to it at Edgewise Therapeutics, Inc., 1715 38th St., Boulder, Colorado 80301; Attention:
John Moore.
(b) Governing
Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
(c) Submission
to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough
of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such
courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding
upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment.
(d) Waiver
of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating
to this Agreement.
(e) Recognition
of the U.S. Special Resolution Regimes.
(i) In the event that any Underwriter
that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of
this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws
of the United States or a state of the United States.
(ii) In the event that any Underwriter
that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the
United States or a state of the United States.
As used in this Section 16(e):
“BHC Act Affiliate” has the
meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any
of the following:
(i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
(f) Counterparts.
This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original but all such counterparts shall together constitute one and the same instrument. Counterparts may be
delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
(g) Amendments
or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall
in any event be effective unless the same shall be in writing and signed by the parties hereto.
(h) Headings.
The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation
of, this Agreement.
(i) Integration.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,
or any of them, with respect to the subject matter hereof.
[Signature Page Follows]
If the foregoing is in accordance with your understanding,
please indicate your acceptance of this Agreement by signing in the space provided below.
| |
Very
truly yours, |
| |
|
| |
Edgewise
Therapeutics, Inc. |
| |
|
| |
By: |
/s/ Kevin Koch |
| |
|
Name: Kevin Koch |
| |
|
Title: Chief Executive Officer |
| Accepted: As of the date first written above |
|
| |
|
| LEERINK PARTNERS LLC |
|
| |
|
For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto. |
|
| |
|
| LEERINK PARTNERS LLC |
|
| |
|
| By: |
/s/ Gabe P. Cavazos |
|
| |
Authorized Signatory |
|
| |
Gabe P. Cavazos |
|
Schedule 1
| Underwriter | |
Number of Shares | |
| Leerink Partners LLC | |
| 16,800,000 | |
| Wedbush Securities Inc. | |
| 5,018,182 | |
| Total | |
| 21,818,182 | |
Annex A
| a. | Pricing Disclosure Package |
None.
b. Pricing Information Provided Orally by Underwriters
| Number of Shares: |
21,818,182 |
| |
|
| Public Offering Price: |
$11.00 |
Annex B
Edgewise Therapeutics, Inc.
Pricing Term Sheet
None.
Exhibit A
FORM OF LOCK-UP AGREEMENT
Edgewise Therapeutics, Inc.
Lock-Up Agreement
Leerink Partners LLC
c/o Leerink Partners LLC
1301 Avenue of the Americas
12th Floor
New York, New York 10019
Re: Edgewise
Therapeutics, Inc. - Lock-Up Agreement (this “Lock-Up Agreement”)
Ladies and Gentlemen:
The undersigned understands
that Leerink Partners LLC, as representative (the “Representative”), proposes to enter into an underwriting agreement (the
“Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”),
with Edgewise Therapeutics, Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public
Offering”) of shares of the Common Stock of the Company (the “Shares”) pursuant to a shelf Registration Statement on
Form S-3 that has been previously filed with the Securities and Exchange Commission (the “SEC”).
In consideration of the agreement
by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to
and including the date 60 days after the date set forth on the final prospectus supplement (the “Prospectus”) used to sell
the Shares (the “Lock-Up Period”), subject to the exceptions set forth in this Lock-Up Agreement, the undersigned shall not,
and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase,
lend or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock
of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of
the Company (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation
any such shares or Derivative Instruments now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other
transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option,
or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed
to, or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned
or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or
indirectly, of any shares of Common Stock of the Company or Derivative Instruments, whether any such transaction or arrangement (or instrument
provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan,
pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce
any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described
in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of
its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably
could be expected to lead to or result in any Transfer during the Lock-Up Period. In addition, the undersigned agrees that, without the
prior written consent of the Representative on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for
or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable
for Shares.
If the undersigned is not
a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a natural
person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this
Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting
power, in the undersigned.
Notwithstanding the foregoing,
the undersigned may:
(a) Transfer the undersigned’s
shares of Common Stock or Derivative Instruments of the Company without the consent of the Representative:
(i) as
a bona fide gift or gifts, including without limitation to a charitable organization or educational institution, or for bona fide
estate planning purposes;
(ii) to
any member of the undersigned’s immediate family or to any trust or other legal entity for the direct or indirect benefit of the
undersigned or the immediate family of the undersigned;
(iii) by
will, other testamentary document or the laws of intestate succession;
(iv) if
the undersigned is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a beneficiary of such trust;
(v) to
a partnership, limited liability company or other entity of which the undersigned is the legal and beneficial owner of all of the outstanding
equity securities or similar interests;
(vi) to
a custodian of a person or entity to whom a disposition or Transfer would be permissible under clauses (i) through (v) above;
(vii) by
operation of law pursuant to a qualified domestic order, divorce settlement, divorce decree or domestic separation agreement;
(viii) if
the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation,
partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under
the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing
or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where
the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership),
or (B) as part of a distribution, Transfer or disposition without consideration by the undersigned to its stockholders, partners,
members or other equity holders;
(ix) in
transactions consisting of shares of Common Stock or such Derivative Instruments that the undersigned may purchase in open market transactions
after the date set forth on the cover of the Prospectus;
(x) the
receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or the settlement of restricted stock
units granted under a stock incentive plan or other equity award plan, which plan is described in the Prospectus or the registration statement
related to the Public Offering (including the documents incorporated by reference therein), provided that any shares of Common Stock or
Derivative Instruments received as a result of such exercise, vesting or settlement shall remain subject to the terms of this Lock-Up
Agreement;
(xi) (A) to
the Company for the purposes of exercising (including for the payment of tax withholdings or remittance payments due as a result of such
exercise) on a “net exercise” or “cashless” basis options or other rights to purchase shares of Common Stock and
(B) in connection with the vesting or settlement of restricted stock units, any Transfer to the Company for the payment of tax withholdings
or remittance payments due as a result of the vesting or settlement of such restricted stock units, in all such cases, pursuant to equity
awards granted under a stock incentive plan or other equity award plan, which plan is described in the Prospectus or the registration
statement related to the Public Offering (including the documents incorporated by reference therein), provided that any shares of Common
Stock or Derivative Instruments received as a result of such exercise, vesting or settlement shall remain subject to the terms of this
Lock-Up Agreement;
(xii) the
Transfer of shares of Common Stock or Derivative Instruments to the Company pursuant to agreements under which the Company or any of its
respective equity holders has the option to repurchase such shares of Common Stock or Derivative Instruments upon death, disability or
termination of service of the undersigned;
(xiii) pursuant
to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors
of the Company and made to all holders of the Company's capital stock involving a Change of Control of the Company, provided that in the
event that such Change of Control is not completed, the undersigned's Common Stock and Derivative Instruments shall remain subject to
the provisions of this Lock-Up Agreement; and
(xiv) in
connection with sales of the Undersigned’s Shares made pursuant to a 10b5-1 trading plan that complies with Rule 10b5-1 under
the Exchange Act (“10b5-1 Trading Plan”) that has been entered into by the undersigned prior to the date of this Lock-Up Agreement
and provided to the Representative and its counsel, provided that to the extent a public announcement or filing under the Exchange Act,
if any, is required of the undersigned or the Company regarding any such sales, such announcement or filing shall include a statement
to the effect that any sales were effected pursuant to such 10b5-1 Trading Plan and no other public announcement shall be required or
shall be made voluntarily in connection with such sales;
provided,
that (1) in the case of any Transfer pursuant to clauses (i) through (viii) each donee, devisee, transferee or distributee
shall execute and deliver to the Representative a lock-up agreement in the form of this Lock-Up Agreement and there shall be no further
transfer of such Common Stock or Derivative Instruments and any such Transfer shall not involve a disposition for value, (2) in the
case of any Transfer pursuant to clauses (i) through (vi), no filing under Section 16 of the Exchange Act or other public filing,
report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be made voluntarily
in connection with such Transfer during the Lock-Up Period (other than any required Form 5 filing, which shall clearly indicate
in the footnotes thereto the nature and conditions of such Transfer); (3) in the case of any Transfer pursuant to clause (viii),
no filing under Section 16 of the Exchange Act or other public filing, report or announcement reporting a reduction in beneficial
ownership of shares of Common Stock shall be required or shall be made voluntarily in connection with such Transfer during the Lock-Up
Period (other than any required filings on Form 13F, Schedule 13D (or 13D/A) or Schedule 13G (or 13G/A); and (4) in the case
of (ix), (x), (xi), (xii) above, it shall be a condition to such Transfer that no filing under Section 16(a) of the Exchange
Act or other public filing shall be voluntarily made and, if any filing under Section 16(a) of the Exchange Act, or other public
filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer
or distribution shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the
footnotes thereto the nature and conditions of such transfer; or
(b) Enter into a 10b5-1
Trading Plan after the date of this Lock-up Agreement relating to the sale of the Undersigned’s shares of Common Stock, provided
that (i) the securities subject to such plan may not be Transferred until after the expiration of the Lock-Up Period, (ii) no
public announcement or filing under the Exchange Act shall be voluntarily made regarding the establishment of such plan during the Lock-Up
Period and (iii) if any filing under the Exchange Act or other public announcement shall be legally required during the Lock-Up Period,
such filing or public announcement shall clearly indicate that no transfers under such trading plans are permitted to take place during
the Lock-Up Period.
For purposes of this Lock-Up
Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.
For the purposes of this Lock-Up Agreement, “Change of Control” means the consummation of any bona fide third party tender
offer, merger, consolidation or other similar transaction, the result of which is that any “person”(as defined in Section 13(d)(3) of
the Exchange Act), or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 of the Exchange Act) of at least 50% of the total voting power of the voting share capital of the Company.
The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of
the undersigned’s shares of Common Stock of the Company except in compliance with the foregoing restrictions.
The undersigned acknowledges
and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with
respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial,
regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned
has deemed appropriate. The undersigned further acknowledges and agrees that, although the Representative may be required or choose to
provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, the Representative
and the other Underwriters are not making a recommendation to you to participate in the Public Offering, enter into this Lock-Up Agreement,
or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures is intended to suggest that
the Representative or any Underwriter is making such a recommendation.
This Lock-Up Agreement and
any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
Notwithstanding anything to
the contrary contained herein, this Lock-Up Agreement will automatically terminate and the undersigned will be released from all of his,
her or its obligations hereunder upon the earliest to occur, if any, of (i) prior to the execution of the Underwriting Agreement,
the Company advises the Representative in writing that it has determined not to proceed with the Public Offering, (ii) the Company
files an application to withdraw the registration statement related to the Public Offering, (iii) the Underwriting Agreement is executed
but is terminated (other than the provisions thereof which survive termination) prior to payment for and delivery of the Shares to be
sold thereunder, or (iv) January 31, 2024.
The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. This Lock-Up Agreement may be delivered
via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com
or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes.
[Signature page follows]
The undersigned understands
that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors, and assigns.
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Very
truly yours, |
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Name
of Stockholder (Print exact name) |
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By: |
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Signature |
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If
not signing in an individual capacity: |
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Name
of Authorized Signatory (Print) |
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Title
of Authorized Signatory (Print) |
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(indicate
capacity of person signing if signing as custodian, trustee, or on behalf of an entity) |
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Exhibit 5.1
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Wilson Sonsini Goodrich & Rosati
Professional Corporation
1881 9th Street, Suite 110
Boulder, Colorado 80302
o: 303.256.5900
f: 866.974.7329 |
January 19, 2024
Edgewise Therapeutics, Inc.
1715 38th Street
Boulder, Colorado 80301
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Re: |
Underwritten Registered Direct Offering of Edgewise Therapeutics, Inc. |
Ladies and Gentlemen:
We have acted as counsel to Edgewise Therapeutics, Inc., a Delaware
corporation (the “Company”), in connection with the registration of the offer and sale of up to 21,818,182 shares
(the “Shares”) of the Company’s common stock, $0.0001 par value per share, pursuant to the Company’s shelf
Registration Statement on Form S-3 (File No. 333-264083), filed with the Securities and Exchange Commission (the “Commission”)
on April 1, 2022, under the Securities Act of 1933, as amended, and declared effective on May 5, 2022, and the related Registration Statement
on Form S-3MEF (File No. 333-276595) (collectively, the “Registration Statement”).
The offering and sale of the Shares is being made pursuant to that
certain underwriting agreement, dated January 19, 2024, by and among the Company and Leerink Partners LLC, as representative of the several
underwriters named therein (the “Underwriting Agreement”).
We have examined copies of the Underwriting Agreement, the Registration
Statement, the base prospectus that forms a part thereof (the “Base Prospectus”) and the prospectus supplement thereto
related to the offering of the Shares, which prospectus supplement is dated as of the date hereof (the “Prospectus Supplement”
and, together with the Base Prospectus, the “Prospectus”). We have also examined instruments, documents and records
which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed: (i) the
authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted
to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records,
documents, instruments and certificates we have reviewed; (iv) that the Underwriting Agreement has been duly authorized and validly executed
and delivered by the parties thereto (other than the Company); (v) that the Shares will be issued and sold in compliance with applicable
U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus; and (vi) the legal capacity
of all natural persons.
Based on and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized by the Company and, when issued and delivered by the Company against payment therefor in accordance with
the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
We express no opinion as to the laws of any state or jurisdiction other
than the federal laws of the United States of America and the General Corporation Law of the State of Delaware.
We express no opinion as to (i) the effect of any bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors
generally, (ii) rights to indemnification and contribution which may be limited by applicable law or equitable principles, or (iii) the
effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing,
the effect of judicial discretion and the possible unavailability of specific performance, injunctive relief or other equitable relief,
and the limitations on rights of acceleration, whether considered in a proceeding in equity or at law.
austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto
salt lake city san diego san francisco seattle shanghai washington, dc wilmington, de
Edgewise Therapeutics, Inc.
January 19, 2024
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Company’s Current Report on Form 8-K filed on or about the date hereof for incorporation by reference into the Registration Statement
and to the use of our name wherever it appears in the Registration Statement, the Prospectus and in any amendment or supplement thereto.
In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
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Very truly yours, |
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/s/ Wilson Sonsini Goodrich & Rosati |
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation |
Exhibit 99.1
Edgewise Therapeutics
Announces Pricing of $240 Million Underwritten Offering of Common Stock
BOULDER, Colo., (January
19, 2024) -- Edgewise Therapeutics, Inc. (NASDAQ: EWTX), a leading muscle disease biopharmaceutical company, today announced the
pricing of an underwritten offering of 21,818,182 shares of its common stock at an offering price of $11.00 per share. Edgewise anticipates
gross proceeds from the offering to be approximately $240 million, before deducting underwriting discounts and commissions and offering
expenses. The closing of the offering is expected to occur on January 23, 2024, subject to the satisfaction of customary closing conditions.
The deal included new investors RA Capital Management,
TCGX, and Venrock Healthcare Capital Partners, as well as existing investors Cormorant Asset Management, an affiliate of Deerfield Management
Company, Frazier Life Sciences, Janus Henderson Investors, Novo Holdings A/S, Orbimed, Perceptive Advisors and Surveyor
Capital (a Citadel company), among other funds. Leerink Partners and Wedbush PacGrow acted as joint book-running managers for the offering.
Edgewise intends to use
the net proceeds from the offering to support the potential U.S. commercial launch of EDG-5506 in patients with Becker muscular dystrophy,
completion of a Phase 3 trial with EDG-5506 in Duchenne, completion of Phase 2 trials of EDG-7500 in patients with obstructive and non-obstructive
hypertrophic cardiomyopathy and the advancement of Edgewise’s ongoing research and development programs, and for working capital
and general corporate purposes. The shares are being offered by Edgewise pursuant to a Registration Statement on Form S-3 previously
filed with, and declared effective by, the U.S. Securities and Exchange Commission (the SEC). A prospectus supplement and accompanying
prospectus relating to the offering will also be filed with the SEC. These documents can be accessed for free through the SEC’s
website at www.sec.gov.
When available, a copy
of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from: Leerink Partners LLC,
Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email
at syndicate@leerink.com; Wedbush Securities Inc., Attn: ECM Department, 600 Montgomery Street, 29th Floor, San Francisco,
CA 94111 or via email at ecm@wedbush.com.
This press release shall
not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
About Edgewise Therapeutics
Edgewise Therapeutics is a leading muscle disease
biopharmaceutical company developing novel therapeutics for muscular dystrophies and serious cardiac conditions. The Company’s deep
expertise in muscle physiology is driving a new generation of first-in-class therapeutics. EDG-5506 is an orally administered skeletal
myosin inhibitor in clinical trials in patients with Becker, Duchenne, and Limb-Girdle muscular dystrophies as well as McArdle Disease.
EDG-7500, currently in a Phase 1 trial, is a novel cardiac sarcomere modulator for the treatment of HCM and other disorders of cardiac
diastolic dysfunction. The entire team at Edgewise is dedicated to our mission: changing the lives of patients and families affected by
serious muscle diseases.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements
in this press release that are not purely historical are forward-looking statements. Words such as “believes,” “anticipates,”
“plans,” “expects,” “intends,” “will,” “goal,” “potential” and
similar expressions are intended to identify forward-looking statements. Such statements are subject to numerous important factors, risks
and uncertainties that may cause actual events or results to differ materially from current expectations and beliefs, including but not
limited to: general economic and market conditions; satisfaction of customary closing conditions related to the offering; the timing,
progress and results of clinical trials for EDG-5506 and EDG-7500; the timing, scope and likelihood of regulatory filings and approvals;
and other risks. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors”
in documents that Edgewise files from time to time with the U.S. Securities and Exchange Commission. These forward-looking statements
are made as of the date of this press release, and Edgewise assumes no obligation to update the forward-looking statements, or to update
the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.
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Grafico Azioni Edgewise Therapeutics (NASDAQ:EWTX)
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Da Nov 2024 a Dic 2024
Grafico Azioni Edgewise Therapeutics (NASDAQ:EWTX)
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Da Dic 2023 a Dic 2024
