Item 1.01 Entry into a Material Definitive Agreement.
On August 13, 2019, Endologix, Inc. (the
) entered into an Equity Distribution Agreement (the
) with Piper Jaffray & Co. (
) to sell shares of its Common Stock, par value $0.001 (the
), having an aggregate offering price of
up to $25,000,000 (the
) from time to time, through an at the market offering program (the
) under which Piper Jaffray will act as sales agent.
The offer and sale of the Shares will be made pursuant to the Companys effective shelf registration statement on Form
(File No. 333- 225320), the base prospectus contained therein, dated August 3, 2018, and a prospectus supplement related to the ATM Offering, dated August 13, 2019.
This Current Report on Form
shall not constitute an offer to sell or the solicitation of any offer to buy the
Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The Company is not obligated to sell any shares under the Agreement. Subject to the terms and conditions of the Agreement, Piper Jaffray will use commercially
reasonable efforts to sell on the Companys behalf all of the common stock requested to be sold by the Company, consistent with its normal trading and sales practices, upon the Companys instructions, including any price, time or size
limits specified by the Company. Piper Jaffrays obligations to sell shares under the Agreement are subject to the satisfaction of certain conditions. The Company will pay Piper Jaffray a commission of up to 3.0% of the aggregate gross proceeds
from each sale of shares occurring pursuant to the Agreement, if any, and has agreed to provide Piper Jaffray with customary indemnification and contribution rights. The Company has also agreed to reimburse Piper Jaffray for legal fees and
disbursements, not to exceed $50,000 in the aggregate, in connection with entering into the Agreement.
The Agreement may be terminated by Piper Jaffray
or the Company at any time upon written notice to the other party, as permitted therein. The Company has also agreed pursuant to the Agreement to indemnify and provide contribution to Piper Jaffray against certain liabilities, including liabilities
under the Securities Act.
The foregoing description of the terms of the Agreement is subject to, and qualified in its entirety by, the Agreement, a copy
of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The legal opinion of DLA Piper LLP (US), counsel to the Company, relating
to the Shares is filed as Exhibit 5.1 hereto.