Quarterly report pursuant to Section 13 or 15(d)


6 Months Ended
Jun. 30, 2020


 On August 5, 2020, the Company entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies LLC, as agent (the “Agent”), pursuant to which the Company may offer and sell (the “Offering”), from time to time, at its option, through or to the Agent, up to an aggregate of $50,000,000 of shares of the Company’s common stock, par value $0.0001 per share (the “Shares”). Any Shares to be offered and sold under the Sale Agreement will be issued and sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-234107), filed with the SEC on October 4, 2019, and declared effective on October 15, 2019 (the “Registration Statement”) and the prospectus supplement relating to the Offering, dated August 5, 2020, that will be filed with the SEC, by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, (the "Securities Act"), or if specified by the Company, by any other method permitted by law, including, but not limited to, in negotiated and block transactions.


                Subject to the terms of the Sale Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Shares pursuant to the Sale Agreement. The Company will pay the Agent a commission of up to 3.0% of the gross proceeds from each sale of the Shares under the Sale Agreement. The Company will also reimburse the Agent for certain expenses incurred in connection with the Sale Agreement and agreed to provide the Agent with customary indemnification rights with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.


                Through the date of this report, no shares have been sold under the Sale Agreement.