Reference. The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 000-24435) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documents not deemed to be filed) until the offering of the class A common stock under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 12, 2021; • The information in our proxy statement filed on April 15, 2021, but only to the extent such information is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020; • Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, as filed with the SEC on April 29, 2021; • Current Reports on Form 8-K as filed with the SEC on January 22, 2021, February 2, 2021, February 17, 2021, February 19, 2021, March 1, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 2021, May 13, 2021, May 18, 2021, June 2, 2021, June 7, 2021, June 8, 2021 and June 14, 2021; and • The description of our class A common stock contained in our Registration Statement on Form 8-A as filed with the SEC on June 10, 1998, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 14, 2020, and including any amendments and reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties and other important factors that could cause actual results to differ materially include, without limitation: • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • fluctuations in the price of bitcoin, which may be influenced by highly uncertain regulatory, commercial, and technical factors, may significantly influence the market price of our class A common stock; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings; • our bitcoin holdings could subject us to regulatory scrutiny; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattack, or if our private key is lost or destroyed, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating results; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.
Appears in 2 contracts
Sources: Sales Agreement, Sales Agreement
Reference. The SEC allows us to incorporate by reference much of the into this prospectus information that we file with the SEC, which SEC in other documents. This means that we can disclose important information to you by referring you to those publicly available documents. The Any information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 000001-2443538503) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documents not deemed to be filed) between the date of the initial filing of the registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the offering of the class A common stock securities under the registration statement is terminated or completed: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 28, 2022; • the information incorporated by reference into our Annual Report on Form10-K for the year ended December 31, 2021 from our definitive Proxy Statement for our 2022 Annual General Meeting of Shareholders, as filed with the SEC on April 25, 2022; • our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, as filed with the SEC on May 13, 2022; • our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, as filed with the SEC on August 12, 2022; • our Current Reports on Form 8-K as filed with the SEC on June 16, 2022, July 8, 2022, July 11, 2022, July 28, 2022, August 19, 2022, and September 19, 2022; and • the description of our ordinary shares contained in our Registration Statement onForm 8-A as filed with the SEC on May 22, 2018, as the description therein has been updated and superseded by the description of our share capital contained in Exhibit 4.15 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 12, 2021; • The information in our proxy statement filed on April 15, 2021, but only to the extent such information is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020; • Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, as filed with the SEC on April 29, 2021; • Current Reports on Form 8-K as filed with the SEC on January 22, 2021, February 2, 2021, February 17, 2021, February 19, 2021, March 1, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 2021, May 13, 2021, May 18, 2021, June 2, 2021, June 7, 2021, June 8, 2021 and June 14, 2021; and • The description of our class A common stock contained in our Registration Statement on Form 8-A as filed with the SEC on June 10, 1998, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 14, 2020, and including any amendments and reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties and other important factors that could cause actual results to differ materially include, without limitation: • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • fluctuations in the price of bitcoin, which may be influenced by highly uncertain regulatory, commercial, and technical factors, may significantly influence the market price of our class A common stock; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings; • our bitcoin holdings could subject us to regulatory scrutiny; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattack, or if our private key is lost or destroyed, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating results; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.:
Appears in 1 contract
Sources: Sales Agreement
Reference. The SEC allows us to incorporate by reference much of the information we file with the SECSEC into this prospectus supplement, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus supplement is considered to be part of this prospectusprospectus supplement. Because we are incorporating by reference future filings with the SEC, this prospectus supplement is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectusprospectus supplement. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or in any document previously incorporated by reference have been modified or superseded. This prospectus supplement incorporates by reference the documents listed below (File No. 000001-2443540366) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (amended, or the “Exchange Act”) Act (in each case, other than those documents or the portions of those documents not deemed to be filed) until the offering of the class A common stock under the registration statement securities offered hereby is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 12, 2021; • The information in our proxy statement filed on April 15, 2021, but only to the extent such information is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202022, as filed with the SEC on March 23, 2023, including the information specifically incorporated by reference into the Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2023; • our Quarterly Report Reports on Form 10-Q for the fiscal quarter quarters ended March 31, 20212023, June 30, 2023 and September 30, 2023, as filed with the SEC on April 29May 11, 20212023, August 10, 2023 and November 14, 2023, respectively; • our Current Reports on Form 8-K as filed with the SEC on January 10, 2023, March 22, 2021, February 2, 2021, February 17, 2021, February 19, 2021, March 1, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 2021, May 13, 2021, May 18, 20212023, June 227, 20212023, June 7November 3, 20212023 (Item 8.01 only) and January 4, June 8, 2021 and June 14, 20212024; and • The the description of our class A common stock contained in our Registration Statement on Form 8-A as filed with the SEC on June 10April 27, 19982021, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 20192022, as filed with the SEC on February 14March 23, 20202023, and including any amendments and reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing writing, telephoning or telephoning emailing us at the following address or telephone number: This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties and other important factors that could cause actual results to differ materially include, without limitation: • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • fluctuations in the price of bitcoin, which may be influenced by highly uncertain regulatory, commercial, and technical factors, may significantly influence the market price of our class A common stock; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings; • our bitcoin holdings could subject us to regulatory scrutiny; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattack, or if our private key is lost or destroyed, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating results; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.:
Appears in 1 contract
Sources: Sales Agreement
Reference. The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus supplement is considered to be part of this prospectus supplement and the accompanying prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is supplement and the accompanying prospectus are continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement, the accompanying prospectus or in any document previously incorporated by reference herein or therein have been modified or superseded. This prospectus supplement incorporates by reference the documents listed below (File No. 000-24435) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documents not deemed to be filed) until the offering of the class A common stock under the registration statement securities offered hereby is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 12, 2021; • The information in our proxy statement filed on April 15, 2021, but only to the extent such information is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023, filed with the SEC onMarch 28, 2024, including the information specifically incorporated by reference into the Annual Report on Form 10-K from our definitive proxy statement for the 2024 Annual General Meeting of Shareholders filed with the SEC on April 26, 2024; • our Quarterly Report Reports on Form 10-Q for the fiscal quarter quarterly periods ended March 31, 20212024, as June 30, 2024 and September 30, 2024, filed with the SEC on April 29May 13, 20212024, August 14, 2024 and November 14, 2024, respectively; • our Current Reports on Form 8-K as filed with the SEC on January 2230, 20212024 (with respect to Item 8.01), February 2January 30, 2021, February 17, 2021, February 19, 20212024, March 16, 2021, March 5, 2021, March 12, 20212024, April 5, 20212024, April 1229, 20212024, May 1310, 20212024, May 1831, 20212024, June 221, 20212024, June 726, 20212024, June July 22, 2024, August 6, 2024, October 4, 2024, October 8, 2021 2024, October 15, 2024, October 25, 2024 (with respect to Item 8.01), November 1, 2024 and June 14November 21, 20212024; and • The the description of our class A common stock ordinary shares contained in our Registration Statement on Form 8Form8-A as filed with the SEC on June 10May 22, 19982018, as the description therein has been updated and superseded by the description of our share capital stock contained in Exhibit 4.2 4.15 to our Annual Report on Form 10Form10-K for the fiscal year ended December 31, 20192023, as filed with the SEC on February 14March 28, 20202024, and including any amendments and reports or supplements filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: We may offer and sell securities from time to time in one or more offerings of up to $100,000,000 in aggregate offering price. This prospectus describes the general terms of these securities and the information incorporated by reference general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statementsprospectus. The forward-looking statements are not historical factsprospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result update or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements amend information contained in this document. You should read this prospectus and any applicable prospectus supplement before you invest. Pursuant to General Instruction I.B.6 of FormS-3, in no event will we sell, pursuant to the registration statement of which this prospectus forms a part, securities in a public primary offering with a value exceeding one-third of the aggregate market value of our issued and outstanding ordinary shares held by non-affiliates, or our public float, in any 12-month period, so long as our public float remains below $75,000,000. Our public float, as of the filing date of this prospectus. Such risks, uncertainties was approximately $50,607,493, based on 12,049,403 ordinary shares issued and other important factors that could cause actual results to differ materially includeoutstanding and held by non-affiliates, without limitation: • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • fluctuations in the and a per share price of bitcoin, which may be influenced by highly uncertain regulatory, commercial, and technical factors, may significantly influence $4.20 based on the market last reported sale price of our class A common stock; • our historical financial statements do ordinary shares on August 15, 2022. We have not reflect offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the potential variability 12 calendar months prior to and including the date of this prospectus. We may offer these securities in earnings that we amounts, at prices and on terms determined at the time of offering. The securities may experience in the future relating be sold directly to bitcoin holdings; • our bitcoin holdings could subject us to regulatory scrutiny; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattackyou, through agents, or if our private key is lost through underwriters and dealers. If agents, underwriters or destroyeddealers are used to sell the securities, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, will name them and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result describe their compensation in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating results; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that Our ordinary shares are listed on The Nasdaq Capital Market under the foregoing list of important factors may not contain all of the material factors that are important to yousymbol “ITRM”. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forwardABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION 2 INCORPORATION BY REFERENCE 2 SPECIAL NOTE REGARDING FORWARD-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.LOOKING STATEMENTS AND INDUSTRY DATA 4 ITERUM THERAPEUTICS PLC 6 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF DEBT SECURITIES 9 DESCRIPTION OF SHARE CAPITAL 19 DESCRIPTION OF SUBSCRIPTION RIGHTS 35 DESCRIPTION OF PURCHASE CONTRACTS 36 DESCRIPTION OF UNITS 37 DESCRIPTION OF WARRANTS 38 FORMS OF SECURITIES 39 PLAN OF DISTRIBUTION 41 LEGAL MATTERS 43 EXPERTS 43
Appears in 1 contract
Sources: Sales Agreement
Reference. The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at review all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 000-24435) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documents not deemed to be filed) until the offering of the class A common stock securities under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 20202023, as filed with the SEC on February 1215, 20212024; • The information in our proxy statement filed on April 1512, 20212024, but only to the extent such information is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023; • Quarterly Report Reports on Form 10-Q for the fiscal quarter quarters ended March 31, 20212024, June 30, 2024 and September 30, 2024, as filed with the SEC on April 29May 1, 20212024, August 6, 2024 and October 31, 2024; • Current Reports on Form 8-K as filed with the SEC on January 22February 26, 20212024, February 2March 6, 20212024, February 17March 11, 20212024, February March 11, 2024, March 15, 2024, March 19, 20212024, March 119, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 20212024, May 1324, 2021, May 18, 20212024, June 23, 20212024, June 7, 2021, June 8, 2021 and June 14, 20212024, June 20, 2024, June 20, 2024, July 5, 2024, July 11, 2024, September 13, 2024, September 18, 2024, September 20, 2024, September 20, 2024, October 30, 2024, November 12, 2024, November 18, 2024, November 20, 2024, November 21, 2024, November 25, 2024, December 2, 2024, December 9, 2024, December 16, 2024, December 20, 2024, December 23, 2024, December 30, 2024, January 3, 2025, January 6, 2025, January 13, 2025, January 21, 2025, January 23, 2025, January 24, 2025 and January 27, 2025; and • The description of our class A common stock contained in our Registration Statement on Form 8-A as filed with the SEC on June 10, 1998, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 14, 2020, and including any amendments and reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: This prospectus and the information incorporated by reference in this prospectus contain certain forward-forward- looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-forward- looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of many risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such The principal risks, uncertainties and other important factors that have affected or may affect our business and that have caused or could cause our actual results to differ materially include, without limitation: • our quarterly operating results, revenues, and expenses may fluctuate significantly, which could have an adverse effect on the market price of our stock; • we may not be able to regain profitability in future periods; • a significant decrease in the market value of our bitcoin acquisition holdings could adversely affect our ability to service our indebtedness; • unrealized fair value gains on our bitcoin holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022; • our bitcoin strategy exposes us to various risks associated with bitcoin; • bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin, which may be bitcoin have in the past influenced by highly uncertain regulatory, commercial, and technical factors, may significantly are likely to continue to influence our financial results and the market price of our class A common stock; • Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our bitcoin holdings; • the availability of spot exchange-traded products for bitcoin and other digital assets may adversely affect the market price of our class A common stock; • our bitcoin holdings could subject strategy subjects us to enhanced regulatory scrutinyoversight; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; • the emergence or growth of other digital assets could have a negative impact on the price of bitcoin; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattackcyberattack and unauthorized parties obtain access to our bitcoin, or if our private key is keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, bitcoin and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating resultsresults of operations could be materially adversely affected; • regulatory change reclassifying bitcoin as a security could lead to our classification as an investment company under the accounting method for convertible debt securities Investment Company Act of 1940; • we are not subject to legal and regulatory obligations that may be settled in cash and/or shares, apply to investment companies such as our outstanding convertible notesmutual funds and exchange-traded funds, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence obligations applicable to investment advisers. • our bitcoin strategy exposes us to risk of unanticipated events.non-performance by counterparties;
Appears in 1 contract
Sources: Sales Agreement
Reference. The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 000001-2443538129) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (amended, or the “Exchange Act”) Act (in each case, other than those documents or the portions of those documents not deemed to be filed) between the date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the offering of the class A common stock securities under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 20202023, as filed with the SEC on February 1228, 20212024; • The information in our proxy statement filed on April 15, 2021, but only to the extent such information is specifically incorporated by reference in our into the Annual Report on Form 10-K for the fiscal year ended December 31, 2020; • Quarterly Report 2022 from our definitive proxy statement on Form 10-Q Schedule 14A for the fiscal quarter ended March 31, 20212023 Annual Meeting of Stockholders, as filed with the SEC on April 2928, 20212023; • Current Reports Report on Form 8-K as filed with the SEC on January 22, 2021, February 2, 2021, February 17, 2021, February 19, 2021, March 1, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 2021, May 13, 2021, May 18, 2021, June 2, 2021, June 7, 2021, June 8, 2021 and June 14, 20212024 (solely for Item 8.01); and • The description of our class A common stock contained in our Registration Statement on Form 8-A as filed with the SEC on June 1023, 19982017, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 20192022, as filed with the SEC on February 1428, 20202023, and including any amendments and reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing or telephoning calling us at the following address or telephone number: This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties and other important factors that could cause actual results to differ materially include, without limitation: • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • fluctuations in the price of bitcoin, which may be influenced by highly uncertain regulatory, commercial, and technical factors, may significantly influence the market price of our class A common stock; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings; • our bitcoin holdings could subject us to regulatory scrutiny; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattack, or if our private key is lost or destroyed, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating results; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.:
Appears in 1 contract
Sources: Sales Contracts
Reference. The SEC allows us to incorporate We are incorporating by reference much of the some information about us that we file with the SEC, which means that we can disclose . We are disclosing important information to you by referring you to referencing those publicly available filed documents. The Any information that we incorporate by reference in this prospectus way is considered to be part of this prospectus. Because we are incorporating The information in this prospectus supersedes information incorporated by reference future filings that we have filed with the SECSEC prior to the date of this prospectus, while information that we file with the SEC after the date of this prospectus that is continually updated incorporated by reference will automatically update and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we We incorporate by reference the following documents we have filed, or may file, with the SEC (other than portions of current reports furnished under Item 2.02 or Item 7.01 of Form 8-K or other portions of documents filed with the SEC which are furnished, but not filed, pursuant to determine if any applicable rules promulgated by the SEC): • our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed on March 15, 2012; • our Quartely Report on Form 10-Q for the quarter ended March 31, 2012, which was filed on May 2, 2012; • our Current Reports on Form 8-K filed on January 5, 2012, January 9, 2012 and February 8, 2012; • our definitive proxy statement relating to our 2012 Annual Meeting of Stockholders, which was filed on April 13, 2012; • the statements description of our common stock contained in this prospectus or in any document previously incorporated the Registration Statement on Form 8-A filed on January 8, 1993; and • all documents filed by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 000-24435) and any future filings we make us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (amended, after the “Exchange Act”) (in each case, other than those documents or the portions date of those documents not deemed to be filed) until the offering this prospectus and before termination of the class A common stock under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 12, 2021; • The information in our proxy statement filed on April 15, 2021, but only to the extent such information is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020; • Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, as filed with the SEC on April 29, 2021; • Current Reports on Form 8-K as filed with the SEC on January 22, 2021, February 2, 2021, February 17, 2021, February 19, 2021, March 1, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 2021, May 13, 2021, May 18, 2021, June 2, 2021, June 7, 2021, June 8, 2021 and June 14, 2021; and • The description of our class A common stock contained in our Registration Statement on Form 8-A as filed with the SEC on June 10, 1998, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 14, 2020, and including any amendments and reports filed for the purpose of updating such descriptionthis offering. You may request a free copy of these filings, at no cost, any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address or telephone numberaddress: This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties and other important factors that could cause actual results to differ materially include, without limitation: • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • fluctuations in the price of bitcoin, which may be influenced by highly uncertain regulatory, commercial, and technical factors, may significantly influence the market price of our class A common stock; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings; • our bitcoin holdings could subject us to regulatory scrutiny; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattack, or if our private key is lost or destroyed, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by Vical Incorporated ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating results; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.▇▇▇▇▇
Appears in 1 contract
Reference. The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 000-24435) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documents not deemed to be filed) until the offering of the class A common stock under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 20202023, as filed with the SEC on February 1215, 20212024; • The information in our proxy statement filed on April 1512, 20212024, but only to the extent such information is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023; • Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 20212024, as filed with the SEC on April 29May 1, 20212024; • Current Reports on Form 8-K as filed with the SEC on January 22February 26, 20212024, February 2March 6, 20212024, February 17March 11, 20212024, February March 11, 2024, March 15, 2024, March 19, 20212024, March 119, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 20212024, May 1324, 2021, May 18, 20212024, June 23, 20212024, June 7, 2021, June 8, 2021 and June 14, 20212024, June 20, 2024, June 20, 2024, July 5, 2024, and July 11, 2024; and • The description of our class A common stock contained in our Registration Statement on Form 8-A as filed with the SEC on June 10, 1998, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 14, 2020, and including any amendments and reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such The principal risks, uncertainties and other important factors that have affected or may affect our business and that have caused or could cause our actual results to differ materially include, without limitation: • our quarterly operating results, revenues, and expenses may fluctuate significantly, which could have an adverse effect on the market price of our stock; • we may have exposure to greater than anticipated tax liabilities; • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin, which may be bitcoin have in the past influenced by highly uncertain regulatory, commercial, and technical factors, may significantly are likely to continue to influence our financial results and the market price of our class A common stock; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our bitcoin holdings; • the availability of spot exchange-traded products (“ETPs”) for bitcoin and other digital assets may adversely affect the market price of our class A common stock; • our bitcoin holdings could subject acquisition strategy subjects us to enhanced regulatory scrutinyoversight; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattackcyberattack and unauthorized parties obtain access to our bitcoin, or if our private key is lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, bitcoin and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating resultsresults of operations could be materially adversely affected; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated bitcoin acquisition strategy exposes us to risk of non-performance by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.counterparties;
Appears in 1 contract
Sources: Sales Agreement
Reference. The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 000-24435) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documents not deemed to be filed) between the date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the offering of the class A common stock securities under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 12, 2021; • The information in our proxy statement filed on April 15, 2021, but only to the extent such information is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202019 (File No. 001-37558); • our Quarterly Report Reports on Form 10-Q for the fiscal quarter quarters ended March 31, 20212020 and June 30, as filed with the SEC on April 29, 20212020 (File No. 001-37558); • our Current Reports on Form 8-K as filed with the SEC on January 8, 2020, February 12, 2020, April 7, 2020, May 1, 2020, May 27, 2020, May 29, 2020, June 1, 2020, June 22, 20212020, February 2July 15, 20212020 and July 29, February 17, 2021, February 19, 2021, March 1, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 2021, May 13, 2021, May 18, 2021, June 2, 2021, June 7, 2021, June 8, 2021 and June 14, 20212020 (File No. 001-37558); and • The the description of our class A common stock contained ordinary shares included under the caption “Description of the Ordinary Shares” in our the prospectus dated May 23, 2017, which was filed on May 23, 2017 and is part of the Registration Statement on Form 8-A as S-4 originally filed with the SEC Commission on June 10, 1998, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February April 14, 20202017 (Registration No. 333-217315), and including any amendments and reports filed for the purpose of updating such descriptionor supplements thereto. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties and other important factors that could cause actual results to differ materially include, without limitation: • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • fluctuations in the price of bitcoin, which may be influenced by highly uncertain regulatory, commercial, and technical factors, may significantly influence the market price of our class A common stock; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings; • our bitcoin holdings could subject us to regulatory scrutiny; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattack, or if our private key is lost or destroyed, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating results; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.:
Appears in 1 contract
Sources: Open Market Sale Agreement
Reference. The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus supplement is considered to be part of this prospectus supplement and the accompanying prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is supplement and the accompanying prospectus are continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement, the accompanying prospectus or in any document previously incorporated by reference herein or therein have been modified or superseded. This prospectus supplement incorporates by reference the documents listed below (File No. 000-24435) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documents not deemed to be filed) ), until the offering of the class A common stock under the registration statement securities offered hereby is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 12, 2021; • The information in our proxy statement filed on April 15, 2021, but only to the extent such information is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202020 (File No. 001-37558); • our Quarterly Report on Form 10-Q for the fiscal quarter quarterly period ended March 31, 2021, as filed with the SEC on April 29, 20212021 (File No. 001- 37558); • our Current Reports on Form 8-K as filed on February 1, 2021 (Item 5.02 only), February 12, 2021, February 26, 2021 (Items 5.02, 8.01 and 9.01 only) and March 1, 2021 (File No. 001-37558); and • the description of our ordinary shares included under the caption “Description of the Ordinary Shares” in the prospectus dated May 23, 2017, which was filed on May 23, 2017 and is part of the Registration Statement on Form S-4 originally filed with the SEC on January 22, 2021, February 2, 2021, February 17, 2021, February 19, 2021, March 1, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 2021, May 13, 2021, May 18, 2021, June 2, 2021, June 7, 2021, June 8, 2021 and June 14, 2021; and • The description of our class A common stock contained in our 2017 (Registration Statement on Form 8No. 333-A as filed with the SEC on June 10, 1998217315), as the description therein has been updated and superseded by the description of our capital stock ordinary shares contained in Exhibit 4.2 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 14, 2020, and including any amendments and reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: We may offer and sell securities from time to time in one or more offerings of up to $150,000,000 in aggregate offering price. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any applicable prospectus supplement before you invest. We may offer these securities in amounts, at prices and on terms determined at the time of offering. The securities may be sold directly to you, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement.” Our ordinary shares are listed on The Nasdaq Global Select Market under the symbol “NBRV.” ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION 2 SPECIAL NOTE REGARDING THE REDOMICILIATION 1 FORWARD-LOOKING STATEMENTS 3 INCORPORATION BY REFERENCE 2 USE OF PROCEEDS 5 THE COMPANY 4 DESCRIPTION OF SHARE CAPITAL 15 DESCRIPTION OF DEBT SECURITIES 6 DESCRIPTION OF WARRANTS 40 DESCRIPTION OF UNITS 39 PLAN OF DISTRIBUTION 43 FORMS OF SECURITIES 41 LEGAL MATTERS 45 EXPERTS 45 This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the “SEC,” utilizing a “shelf” registration process. Under this shelf registration process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings for an aggregate initial offering price of up to $150,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide one or more prospectus supplements that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and the accompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” beginning on page 2 of this prospectus. You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus contain certain forward-looking statements within supplement or in any related free writing prospectus filed by us with the meaning SEC. We have not authorized anyone to provide you with different information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, an offer to buy any securities other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties and other important factors that could cause actual results to differ materially include, without limitation: • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • fluctuations in the price of bitcoin, which may be influenced by highly uncertain regulatory, commercial, and technical factors, may significantly influence the market price of our class A common stock; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings; • our bitcoin holdings could subject us to regulatory scrutiny; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattack, or if our private key is lost or destroyed, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating results; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference described in this prospectus or contained such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference in and any related free writing prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate is accurate only to events as of the date on which the statements were madetheir respective dates. Except as Our business, financial condition, results of operations and prospects may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated eventshave changed materially since those dates.
Appears in 1 contract
Sources: Open Market Sale Agreement
Reference. The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 000-24435) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documents not deemed to be filed) until the offering of the class A common stock under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 12, 2021; • The information in our proxy statement filed on April 15, 2021, but only to the extent such information is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020; • Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, as filed with the SEC on April 29, 2021; • Current Reports on Form 8-K as filed with the SEC on January 22, 2021, February 2, 2021, February 17, 2021, February 19, 2021, March 1, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 2021, May 13, 2021, May 18, 2021, June 2, 2021, June 7, 2021, June 8, 2021 and June 14, 2021; and • The description of our class A common stock contained in our Registration Statement on Form 8-A as filed with the SEC on June 10, 1998, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 14, 2020, and including any amendments and reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-forward- looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties and other important factors that could cause actual results to differ materially include, without limitation: • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • fluctuations in the price of bitcoin, which may be influenced by highly uncertain regulatory, commercial, and technical factors, may significantly influence the market price of our class A common stock; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings; • our bitcoin holdings could subject us to regulatory scrutiny; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattack, or if our private key is lost or destroyed, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third party-software, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including as a result of the COVID-19 pandemic, could materially adversely affect our operating results or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breaches, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating results; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- forward-looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.
Appears in 1 contract
Sources: Sales Agreement
Reference. The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 000001-2443540366) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (amended, or the “Exchange Act”) Act (in each case, other than those documents or the portions of those documents not deemed to be filed) between the date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the offering of the class A common stock securities under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 20202021, as filed with the SEC on February 12March 24, 2021; • The 2022, including the information in our proxy statement filed on April 15, 2021, but only to the extent such information is specifically incorporated by reference in our into the Annual Report on Form 10-K from our definitive proxy statement for the fiscal year ended December 31, 20202022 Annual Meeting of Stockholders; • Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 20212022, as filed with the SEC on April 29May 10, 20212022; • Current Reports on Form 8-K as filed with the SEC on January 22, 2021, February 2, 2021, February 17, 2021, February 19, 2021, March 1, 2021, March 5, 2021, March 12, 2021, April 5, 2021, April 12, 2021, May 13, 2021, May 18, 2021, June 2, 2021, June 7, 20212022 and April 15, June 8, 2021 and June 14, 20212022; and • The description of our class A common stock contained in our Registration Statement on Form 8-A as filed with the SEC on June 10April 27, 19982021, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 20192021, as filed with the SEC on February 14March 24, 20202022, and including any amendments and reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing writing, telephoning or telephoning emailing us at the following address or telephone number: This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange ActAct that involve substantial risks and uncertainties. All statements, other than statements of historical factsfact, contained or incorporated by reference in this prospectus, including statements concerning regarding our plans, objectives, goals, beliefs, business strategiesstrategy, future events, business conditions, results of operations, future financial position, business outlookfuture revenue, business trends projected costs, prospects, plans, objectives of management and other informationexpected market growth, may be are forward-looking statements. Words such as The words “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “maywould,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations or the negative of such these words or other similar expressions are intended to identify forward-looking statements. The , although not all forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our controlcontain these identifying words. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the These forward-looking statementsstatements include, among other things, statements about: • the initiation, timing, progress and results of our research and development programs and preclinical studies and planned clinical trials, including the anticipated timing of submission of investigational new drug applications; • our estimates regarding expenses, capital requirements, need for additional financing and the period over which we believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements; • our plans to develop and, if approved, subsequently commercialize product candidates; • the timing of and our ability to submit applications and obtain and maintain regulatory approvals for product candidates; • the potential advantages of our PREDATOR™ platform and our ability to use our platform to identify and develop future product candidates; • our estimates regarding the potential market opportunities for our product candidates; • our commercialization, marketing and manufacturing capabilities and strategy; • our intellectual property position and our expectations regarding our ability to obtain and maintain intellectual property protection; • our ability to identify additional products, product candidates or technologies with significant commercial potential that are consistent with our commercial objectives; • the impact of government laws and regulations; • our competitive position and expectations regarding developments and projections relating to our competitors and any competing therapies that are or become available; • developments and expectations regarding developments and projections relating to our competitors and our industry; • the impact of the COVID-19 pandemic on our business, including our preclinical studies and clinical trials; and • our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012. There are a number of risks, important risks and uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from those indicated by forward- looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus, particularly under the heading “Risk Factors,” under the heading “Summary of Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the risk factors detailed in Item 1A, “Risk Factors” of Part 1 of our Annual Report on Form 10-K and of our most recent Quarterly Report on Form 10-Q and in our SEC reports filed after this prospectus, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we make. Our forward- looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments that we may make or enter into. You should read this prospectus, the documents incorporated by reference in this prospectus and the documents that we have filed as exhibits to the registration statement of which this prospectus is part completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this prospectus are made as of the date of this prospectus. Such risks, uncertainties and other important factors that could cause actual results to differ materially include, without limitation: • our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • fluctuations in the price of bitcoin, which may be influenced by highly uncertain regulatory, commercial, and technical factors, may significantly influence the market price of our class A common stock; • our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings; • our bitcoin holdings could subject us to regulatory scrutiny; • the concentration of our bitcoin holdings enhances the risks inherent in our bitcoin acquisition strategy; • our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents; • if we or our third-party service providers experience a security breach or cyberattack, or if our private key is lost or destroyed, we may lose some or all of our bitcoin; • we depend on revenue from a single software platform, and a substantial customer shift from a product license model to a cloud subscription model could negatively affect the timing of revenue recognition; • our results in any particular period may depend on large transactions that involve longer and less predictable sales cycles; • we may fail to maintain successful relationships with our channel partners which could adversely affect our business, operating results, and financial condition; • our recognition of deferred revenue and advance payments may not be representative of revenues for succeeding periods; • we operate in an industry marked by rapid technological change and intense competition, and we may be unable do not assume any obligation to develop new offerings and deliver our products at a competitive price; • the performance of our software may be impacted by changes in third partyupdate any forward-softwarelooking statements, new industry standards and errors, bugs and security vulnerabilities that could materially adversely affect the operation of and demand for our existing software, reduce our revenue, and lead to litigation claims against us; • business disruptions, including whether as a result of the COVID-19 pandemicnew information, could materially adversely affect our operating results future events or result in a material weakness in our internal controls; • our international operations are complex and expose us to additional risks; • we or our third-party service providers may be the target of cybersecurity attacks or security breachesotherwise, which may harm our reputation and demand for our offerings and may disrupt our operations; • changes in, or any failure to comply with, laws or regulations relating to privacy or the collection, processing and storage of personal data could materially adversely affect our business; • the market price of our class A common stock has been and may continue to be volatile; • because of the rights of our two classes of common stock and because we are controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ could prevent a third party from acquiring us, or limit the ability of our other stockholders to influence corporate matters, which could make our class A common stock less attractive; • we may sell shares of our class A common stock, convertible debt instruments or other convertible securities which could depress the price of our class A common stock; • servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness; • we may be required to repay our senior secured notes prior to their stated maturity date; • we may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible notes in cash or to repurchase the notes upon a fundamental change; • the conditional conversion feature of our outstanding convertible notes, if triggered, may adversely affect our financial condition and operating results; • the accounting method for convertible debt securities that may be settled in cash and/or shares, such except as our outstanding convertible notes, could have a material effect on our diluted earnings per share; and • the other risks detailed in the “Risk Factors” sections incorporated by reference in this prospectus or contained or incorporated by reference in any prospectus supplement. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward- looking statements contained in this prospectus may not in fact occur. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements were made. Except as may be required by applicable law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.
Appears in 1 contract
Sources: Sales Agreement