Material Event Form 8 K

On November 7, 2024, the Company entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with B. Riley Securities, Inc. ("B. Riley") to sell shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), with an aggregate offering price of up to $200,000,000, from time to time, through an "at the market" equity offering program under which B. Riley will act as sales agent. The Equity Distribution Agreement also provides for the sale of shares to B. Riley directly as principal.

Under the Equity Distribution Agreement, the Company will set the parameters for the sale of shares, including any price, time or size limits or other customary parameters or conditions. The Company intends to sell shares pursuant to the Equity Distribution Agreement from time to time in varying amounts, which may be limited, based upon factors including (among others) market conditions, trading liquidity, the trading price of the Company's Common Stock and determinations by the Company of its need for, and appropriate sources of, additional capital. Subject to the terms and conditions of the Equity Distribution Agreement, B. Riley may sell the shares by any method permitted by law, including without limitation (i) by means of ordinary brokers' transactions (whether or not solicited), (ii) to or through a market maker, (iii) directly on or through any national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system, or any other market venue, (iv) in the over-the-countermarket, (v) in privately negotiated transactions, or (vi) through a combination of any such methods. The Company will pay B. Riley a commission equal to up to 3.0% of the gross offering proceeds of any Common Stock sold through B. Riley under the Equity Distribution Agreement, and also has provided B. Riley with customary representations, warranties, covenants and indemnification rights. The Equity Distribution Agreement may be terminated by the Company upon written notice to B. Riley or by B. Riley upon written notice to the Company.

Any sales of shares under the Equity Distribution Agreement will be made pursuant to the Company's shelf registration statement on Form S-3(File No. 333-278033),which was declared effective by the Securities and Exchange Commission (the "Commission") on April 12, 2024. The Company filed a prospectus supplement with the Commission on November 7, 2024 in connection with the offer and sale of the shares pursuant to the Equity Distribution Agreement.

The foregoing is only a brief description of the material terms of the Equity Distribution Agreement and is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-Kand is incorporated herein by reference.

Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated November 7, 2024, regarding the validity of the shares of Common Stock to be issued and sold pursuant to the Equity Distribution Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-Kshall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.