RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: www.immunovant.com
RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained Investing in our most recent Annual Report on Form 10-K securities involves a high degree of risk and Quarterly Reports on Form 10-Q as updated uncertainty. In addition to the other information included or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this supplement and the accompanying prospectus, you should carefully consider the risks described below, before making an investment decision with respect to the securities. We expect to update these Risk Factors from time to time in the periodic and current reports that we file with the information and documents SEC after the date of this prospectus supplement. These updated Risk Factors will be incorporated by reference in this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorized . Please refer to these subsequent reports for use in connection additional information relating to the risks associated with this offering before you make a decision to invest investing in our common stock. If any of the following events such risks and uncertainties actually occuroccurs, our business, financial condition, and results of operations or cash flow could be severely harmed. This could cause the trading price of our common stock to decline decline, and you may could lose all or part of your investment. The risks below and Our actual results could differ materially from those anticipated in the forward-looking statements made throughout this prospectus supplement or the documents incorporated by reference in into this prospectus are not supplement and the only ones accompanying prospectus as a result of different factors, including the risks we faceface described below. Additional risks not currently known Risks Related to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the this Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares Resales of our common stock in the public market by our stockholders during this offering, you offering may pay a price per share that substantially exceeds cause the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale market price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per shareto fall. Further, the future exercise of any outstanding options to purchase shares of We may issue common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you from time to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may time in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in connection with this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior The issuance from time to existing stockholders. The price per share at which we sell additional time of these new shares of our common stock, or securities convertible or exchangeable into our ability to issue new shares of common stock, in future transactions may be higher or lower than the price per share paid by investors stock in this offering, could result in resales of our common stock by our current stockholders concerned about the potential ownership dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock. It is not possible to predict the actual number of shares we will sell aggregate proceeds resulting from sales made under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock Ladenburg at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink Ladenburg after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the any limits we may set with SVB Leerink Ladenburg in any instruction to sell shares, applicable placement notice and the demand for our common stock during the sales periodstock. Because the price per share of each share sold pursuant to the sales agreement will fluctuate during this offeringover time, it is not currently possible to predict the number of shares that will be sold or the gross aggregate proceeds to be raised in connection with those salessales under the sales agreement. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers number of shares sold in this offering. In addition, subject to the final determination by our board of directorsdirectors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock. We are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after this offering or the perception that such sales could occur. Our management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds and the proceeds may not be invested successfully. We have not designated any portion of the net proceeds from this offering to be used for any particular purpose. Accordingly, our management will have broad discretion as to the use of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest the net proceeds in a way that does not yield a favorable, or any, return for our company. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our product candidates and cause the price of our common stock to decline.
Appears in 1 contract
Samples: d18rn0p25nwr6d.cloudfront.net
RISK FACTORS. You should carefully consider carefully the risks described below following risk factors and the risk factors discussed under the section titled heading “Risk Factors” contained included in our most recent Annual Report annual report on Form 10-K and Quarterly Reports the subsequent quarterly reports on Form 10-Q as updated or superseded by our subsequent filings under and other reports that we file with the Securities Exchange Act of 1934SEC, as amended, or the Exchange Act, each of which is are incorporated by reference in this prospectus supplement in their entirety, together with all of the other information contained in this prospectus, prospectus supplement and the information and documents accompanying prospectus or incorporated by reference in this prospectus supplement and the accompanying prospectus. The risks described in any document incorporated by reference are not the only ones we have, and any free writing prospectus but are considered to be the most material. Additional risks of which we are not presently aware or that we have authorized for use in connection with this offering before you make a decision to invest in currently believe are immaterial may also harm our common stockbusiness and results of operations. If any of the following events these risks actually occur, our business, financial condition, condition and results of operations or cash flow could be harmedwould likely suffer. This could cause In that case, the trading market price of our the common stock to decline could decline, and you may lose part or all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, in our company. Risks Related to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value this Offering of our common stock. If you purchase Our Common Stock Sales of our common stock in this offering, you or the perception that such sales may occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $4,000,000 from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock. You will incur suffer immediate and substantial dilution in the net tangible book value per share of your the common stockstock that you purchase in this offering. The shares of common stock sold in this offering offering, if any, will be sold from time to time will be sold at various prices; however, we expect that ,the per share assumed public offering prices in this offering will be price of our common stock is substantially higher than the as as-adjusted net tangible book value per share of our common stock. Therefore, if you purchase investors purchasing shares of our common stock in this offering, you may offering will pay a price per share that substantially exceeds the as-adjusted net tangible book value of our tangible assets per share after subtracting our liabilitiesthis offering. Assuming that an aggregate of 3,397,508 2,352,941 shares of our common stock are sold at an assumed public offering price of $44.15 1.70 per share, the last reported sale price of our common stock on the Nasdaq Global Select Capital Market on January 13November 15, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur new investors in this offering will experience immediate dilution of $38.39 0.18 per share, representing the difference between the assumed public offering price and our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per shareafter giving effect to this offering. Further, the future The exercise of any outstanding options to and warrants will result in further dilution of your investment. See “Dilution” for a more detailed discussion of the dilution you would incur if you purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more informationin this offering. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we Our management will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations have broad discretion in the sales agreement use of the net proceeds from this offering and compliance with applicable law, we may not use them effectively. Our management will have broad discretion in the application of the net proceeds from this offering and our stockholders will not have the discretion opportunity as part of their investment decisions to deliver instruction to SVB Leerink to sell shares of assess how the net proceeds are being used. You may not agree with our common stock at any time throughout the term decisions, and our use of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based proceeds may not yield any return on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales periodyour investment. Because of the price per share number and variability of each share sold factors that will fluctuate during determine our use of the net proceeds from this offering, it is their ultimate use may vary substantially from their currently intended use. Our failure to apply the net proceeds of this offering effectively could compromise our ability to pursue our growth strategy and we might not currently possible be able to predict yield a significant return, if any, in our investment of these net proceeds. You will not have the number of shares that will be sold or the gross opportunity to influence our decisions on how to use our net proceeds to be raised in connection with those salesfrom this offering. The common stock offered hereby will be sold in “at the market at-the-market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offeringsold. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a sales notice to Xxxxxxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxxxxxx after we deliver a sales notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Xxxxxxxxxx. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares, if any, that will ultimately be issued. An active, liquid and orderly market for our common stock may not develop. Our common stock trades on the Nasdaq Capital Market. An active trading market for our common stock may never develop or be sustained. If an active market for our common stock does not continue to develop or is not sustained, it may be difficult for investors in our common stock to sell shares without depressing the market price for the shares or to sell the shares at all. An inactive market may also impair our ability to raise capital by selling common stock and may impair our ability to acquire other businesses, applications or technologies using our common stock as consideration, which, in turn, could materially adversely affect our business. The market price of our stock may be highly volatile, and you may not be able to sell shares of our stock. Companies trading in the stock market in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our stock, regardless of our actual operating performance. The market price of our stock may be volatile. Our stock price could be subject to wide fluctuations in response to a variety of factors, including the following: · Adverse results or delays in pre-clinical or clinical studies; · Inability to obtain additional funding; · Any delay in filing an Investigational New Drug (“IND”) or biologics license application (“BLA”) for any of our drug candidates and any adverse development or perceived adverse development with respect to the FDA’s review of that IND or BLA; · Failure to develop successfully our drug candidates; · Failure to maintain our existing strategic collaborations or enter into new collaborations; · Failure by us or our licensors and strategic collaboration partners to prosecute, maintain or enforce our intellectual property rights; · Changes in laws or regulations applicable to future products; · Inability to obtain adequate product supply for our drug candidates or the inability to do so at acceptable prices; · Adverse regulatory decisions; · Introduction of new products, services or technologies by our competitors; · Failure to meet or exceed financial projections we may provide to the public; · Failure to meet or exceed the financial projections of the investment community; · The perception of the pharmaceutical industry by the public, legislatures, regulators and the investment community; · Announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our strategic collaboration partner or our competitors; · Disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; · Additions or departures of key scientific or management personnel; · Significant lawsuits, including patent or stockholder litigation; · Changes in the market valuations of similar companies; · Sales of our common stock by us or our stockholders in the future; and · Trading volume of our common stock.
Appears in 1 contract
Samples: ir.xeneticbio.com
RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained Investing in our most recent Annual Report on Form 10-K securities involves a high degree of risk and Quarterly Reports on Form 10-Q as updated uncertainty. In addition to the other information included or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this supplement and the accompanying prospectus, you should carefully consider the risks described below, before making an investment decision with respect to the securities. We expect to update these Risk Factors from time to time in the periodic and current reports that we file with the information and documents SEC after the date of this prospectus supplement. These updated Risk Factors will be incorporated by reference in this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorized . Please refer to these subsequent reports for use in connection additional information relating to the risks associated with this offering before you make a decision to invest investing in our common stock. If any of the following events such risks and uncertainties actually occuroccurs, our business, financial condition, and results of operations or cash flow could be severely harmed. This could cause the trading price of our common stock to decline decline, and you may could lose all or part of your investment. The risks below and Our actual results could differ materially from those anticipated in the forward-looking statements made throughout this prospectus supplement or the documents incorporated by reference in into this prospectus are not supplement and the only ones accompanying prospectus as a result of different factors, including the risks we faceface described below. Additional risks not currently known Risks Related to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the this Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares Resales of our common stock in the public market by our stockholders during this offering, you offering may pay a price per share that substantially exceeds cause the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale market price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per shareto fall. Further, the future exercise of any outstanding options to purchase shares of We may issue common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you from time to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may time in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in connection with this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior The issuance from time to existing stockholders. The price per share at which we sell additional time of these new shares of our common stock, or securities convertible or exchangeable into our ability to issue new shares of common stock, in future transactions may be higher or lower than the price per share paid by investors stock in this offering, could result in resales of our common stock by our current stockholders concerned about the potential ownership dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock. It is not possible to predict the actual number of shares we will sell aggregate proceeds resulting from sales made under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock Ladenburg at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink Ladenburg after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the any limits we may set with SVB Leerink Ladenburg in any instruction to sell shares, applicable placement notice and the demand for our common stock during the sales periodstock. Because the price per share of each share sold pursuant to the sales agreement will fluctuate during this offeringover time, it is not currently possible to predict the number of shares that will be sold or the gross aggregate proceeds to be raised in connection with those salessales under the sales agreement. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers number of shares sold in this offering. In addition, subject to the final determination by our board of directorsdirectors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock. We are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after this offering or the perception that such sales could occur. Our management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds and the proceeds may not be invested successfully. We have not designated any portion of the net proceeds from this offering to be used for any particular purpose. Accordingly, our management will have broad discretion as to the use of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest the net proceeds in a way that does not yield a favorable, or any, return for our company. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our product candidates and cause the price of our common stock to decline. You may experience immediate and substantial dilution in the book value per share of the common stock you purchase. Because the prices per share at which shares of our common stock are sold in this offering may be substantially higher than the book value per share of our common stock, you may suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. The shares sold in this offering, if any, will be sold from time to time at various prices. After giving effect to the sale of our common stock in the maximum aggregate offering amount of $30,000,000 at an assumed offering price of $27.54 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on September 3, 2020 and after deducting estimated offering commissions and expenses payable by us, our net tangible book value as of June 30, 2020 would have been approximately $53.82 million, or $4.38 per share of common stock. This represents an immediate increase in the net tangible book value of $2.16 per share to our existing stockholders and an immediate and substantial dilution in as-adjusted net tangible book value of $23.16 per share to new investors who purchase our common stock in the offering. See “Dilution” for a more detailed discussion of the dilution you may incur in connection with this offering.
Appears in 1 contract
Samples: d18rn0p25nwr6d.cloudfront.net
RISK FACTORS. You should carefully consider carefully the risks and uncertainties described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated reports filed with the SEC under Sections 13(a), 13(c), 14 or superseded by our subsequent filings under 15(d) of the Securities Exchange Act of 1934, as amended, or before exchanging Outstanding Notes for the New Notes. In particular, we refer you to the disclosure regarding certain risk factors applicable to us and our business in our Annual Report on Form 10-K for the year ended December 31, 2010 and our Quarterly Reports on Form 10-Q filed after that date. Risks related to the Exchange ActIf an active trading market for the New Notes does not develop, each then the market price of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and New Notes may decline or you may not be able to sell your New Notes. We do not intend to list the New Notes on any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stocksecurities exchange. If any of the following events actually occurNew Notes are traded, our businessthey may trade at a discount, financial conditiondepending on prevailing interest rates, results of operations or cash flow could be harmed. This could cause the trading market for similar securities, the price of our common stock to decline stock, the performance of our business and other factors. We do not know whether an active trading market will develop for the New Notes. To the extent that an active trading market does not develop, you may lose all not be able to resell the New Notes or part may only be able to sell them at a substantial discount. The consummation of the Exchange may be delayed or may not occur. Consummation of the Exchange will be subject to the satisfaction of certain conditions, including that the Indenture is qualified under the Trust Indenture Act. Even if an exchange agreement is executed, the closing of the Exchange may be delayed for a significant period of time. Accordingly, you may have to wait longer than expected to receive New Notes in the Exchange, during which time you will not be able to effect transfers of your investmentOutstanding Notes subject to the exchange agreement. The risks below and incorporated by reference consideration to be received in this prospectus are the Exchange Offer does not reflect any fairness valuation. Our board of directors has made no determination that the only ones we faceconsideration to be received in the Exchange represents a fair valuation of either the Outstanding Notes or the New Notes. Additional risks We have not currently known obtained a fairness opinion from any financial advisor about the fairness to us or to you of the consideration to be received by holders of Outstanding Notes. Any obligations we have that we currently deem immaterial mature prior to December 15, 2016 will be paid before the optional redemption date of the New Notes. We have outstanding indebtedness, and may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating incur additional indebtedness from time to time, that is or may become due prior to the Offering Our management team may invest or spend optional redemption date of the proceeds New Notes. In particular, the holders of this offering the Outstanding Notes can require us to repurchase their notes on December 15, 2013, and the holders of other series of our convertible senior subordinated notes can require us to repurchase their notes on multiple dates prior to the optional redemption date of the New Notes. The Outstanding Notes and other series of our convertible senior subordinated notes will be convertible at the option of the holder prior to the time the New Notes become convertible. Except in ways limited cases, the New Notes are not convertible prior to June 15, 2016. The Outstanding Notes and other series of our convertible senior subordinated notes will become convertible prior to that date. The adjustment to the conversion rate for notes converted in connection with which you certain fundamental changes may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used adequately compensate you for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book any lost value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution notes as a result of future equity offeringssuch transaction. To raise additional capitalIf certain fundamental changes occur prior to December 15, 2016, we may in will increase the future offer conversion rate by a number of additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not notes converted in connection with such fundamental change. The increase in the conversion rate will be determined based on the same as date on which the fundamental change becomes effective and the price paid per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreementin such transaction. The number adjustment to the conversion rate for notes converted in connection with a fundamental change may not adequately compensate you for any lost value of shares that are sold through SVB Leerink after our instruction will fluctuate based on your notes as a number result of factorssuch transaction. In addition, including if the market price of our common stock during in the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price transaction is greater than $50.00 per share of or less than $7.50 per share (in each share sold case, subject to adjustment), no adjustment will fluctuate during this offeringbe made to the conversion rate. Moreover, it is not currently possible to predict in no event will the total number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The of common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels issuable upon conversion exceed 133.3333 per $1,000 principal amount of dilution and different outcomes in their investment results. We will have discretionnotes, subject to market demand, adjustment. The enforceability of our obligation to vary deliver the timing, prices, and numbers of additional shares sold in this offering. In addition, upon a fundamental change could be subject to the final determination by general principles of reasonableness of economic remedies. There is no condition that a minimum principal amount of Outstanding Notes be exchanged. We may issue up to $200,000,000 aggregate principal amount of New Notes in exchange for Outstanding Notes (or up to $215,000,000 if our board of directorsBoard approves this amount); however, there is no minimum assurance that we will successfully negotiate or maximum sales price consummate Exchanges with any other holders of Outstanding Notes. If we do not issue New Notes in Exchanges with holders other than you, there may be no trading market for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidNew Notes.
Appears in 1 contract
Samples: Agreement (Semiconductor Components Industries of Rhode Island Inc)
RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained Investing in our most recent securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risk factors we describe in this prospectus supplement and in any related free writing prospectus that we may authorize to be provided to you or in any report incorporated by reference into this prospectus supplement, including our Annual Report on Form 10-K and for the year ended December 31, 2020, or any Quarterly Reports Report on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which that is incorporated by reference in into this prospectus supplement. Although we discuss key risks in their entiretythose risk factor descriptions, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional additional risks not currently known to us or that we currently deem immaterial also may also impair our business. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks. We cannot predict future risks or estimate the extent to which they may affect our business operationsfinancial performance. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to the this Offering Our management team of Securities You may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offeringexperience immediate and substantial dilution. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock shares sold in this offering, you if any, will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock be sold in this offering from time to time will be sold at various prices; however, we expect that the . The offering price per share offering prices in this offering will be substantially higher than may exceed the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 47,297,297 shares of our common stock are sold during the term of the sales agreement with A.G.P. at an assumed public offering a price of $44.15 0.74 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market NYSE American on January 13May 27, 2021, for aggregate gross net proceeds of approximately $150,000,00034.0 million, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will experience immediate dilution of $38.39 0.43 per share, representing the difference between our as adjusted net tangible book value per share as of September 30March 31, 2020, 2021 and the assumed public offering price per shareprice. Further, the The future exercise vesting of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion following the date of Series A preferred this prospectus supplement and the exercise of outstanding stock will cause you to experience additional dilutionoptions may result in further dilution of your investment. See the section titled "entitled “Dilution" ” below for a more information. You may experience future detailed illustration of the dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share you would incur if you participate in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell issue under the sales agreementagreement with A.G.P., at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement with A.G.P. and compliance with applicable law, we have the discretion to deliver instruction placement notices to SVB Leerink to sell shares of our common stock A.G.P. at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink by A.G.P. after our instruction delivering a placement notice will fluctuate based on a number the market price of factorsthe common stock during the sales period and limits we set with A.G.P. We have broad discretion in determining how to use the proceeds from this offering and we cannot assure you that we will be successful in spending the proceeds in ways that increase our profitability or market value, or otherwise yield favorable returns. We may to utilize net proceeds of this offering for general working capital or to finance future acquisitions. Nevertheless, we will have broad discretion in determining specific expenditures. You will be entrusting your funds to our management, upon whose judgment you must depend, with limited information concerning the purposes to which the funds will ultimately be applied. We may not be successful in spending the proceeds of this offering in ways that increase our profitability or market value, or otherwise yield favorable returns. Fluctuations in the price of our common stock, including as a result of actual or anticipated sales of shares by stockholders, may make our common stock more difficult to resell. The market price and trading volume of our common stock have been and may continue to be subject to significant fluctuations due not only to general stock market conditions, but also to a change in sentiment in the market regarding the industry in which we operate, our operations, business prospects or liquidity or this offering. In addition to the risk factors discussed in our periodic reports and in this prospectus supplement, the price and volume volatility of our common stock may be affected by actual or anticipated sales of common stock by existing stockholders, whether in the market or in subsequent public offerings. Stock markets in general may experience extreme volatility that is unrelated to the operating performance of listed companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our operating results. As a result, these fluctuations in the market price and trading volume of our common stock may make it difficult to predict the market price of our common stock during in the sales periodfuture, cause the limits we set with SVB Leerink value of your investment to decline and make it more difficult to resell our common stock. We do not anticipate paying dividends in any instruction the foreseeable future; you should not buy our stock if you expect dividends. We have never paid a dividend on our common stock. The determination of whether to sell shares, and the demand for pay dividends on our common stock during in the sales periodfuture will depend on several factors, including without limitation, our earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. Because the price per share of each share sold will fluctuate during this offeringIf we do not pay dividends, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The our common stock offered hereby may be less valuable because a return on your investment will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment resultsonly occur if our stock price appreciates. We will have discretioncurrently intend to retain our future earnings to support operations and to finance expansion and, subject therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We could issue preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their voting rights; and provisions in our charter documents could discourage a takeover that stockholders may consider favorable. Our articles of incorporation, as amended, authorizes the issuance of up to market demand500,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination time by our board of directors. Our board of directors is empowered, there is no minimum without stockholder approval, to issue a series of preferred stock with dividend, liquidation, conversion, voting or maximum sales price other rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, it would be possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company. Sales of a significant number of shares to be sold in this offering. Investors may experience a decline of our common stock in the value public markets or significant short sales of our common stock, or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital. Sales of a substantial number of shares of our common stock or other equity-related securities in the public markets, could depress the market price of our common stock. This offering may contribute to a depressed market price of our common stock. If there are significant short sales of our common stock, the price decline that could result from this activity may cause the share price to decline more so, which, in turn, may cause long holders of the common stock to sell their shares, thereby contributing to sales of common stock in the market. Such sales also may impair our ability to raise capital through the sale of additional equity securities in the future at a time and price that our management deems acceptable, if at all. We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing securities that would dilute the ownership of the common stock. Depending on the terms available to us, if these activities result in significant dilution, it may negatively impact the trading price of our shares of common stock. We have financed our acquisitions and the development of strategic relationships by issuing equity securities and may continue to do so in the future, which could significantly reduce the percentage ownership of our existing stockholders. Further, any additional financing that we secure may require the granting of rights, preferences or privileges senior to, or pari passu with, those of our common stock. Any issuances by us of equity securities may be at or below the prevailing market price of our common stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our common stock to decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments senior to our shares of common stock. The holders of any securities or instruments we may issue may have rights superior to the rights of our common stockholders. If we experience dilution from issuance of additional securities and we grant superior rights to new securities over common stockholders, it may negatively impact the trading price of our shares of common stock. If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they purchase change their recommendations regarding our common stock adversely, our common stock price and trading volume could decline. The trading market for our shares of common stock will be influenced by many factors, including without limitation, the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our common stock adversely, or provide more favorable relative recommendations about our competitors, our share price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in this offering the financial markets, which in turn could cause our common stock price or trading volume to decline. Our quarterly operating results can be difficult to predict and can fluctuate substantially, which could result in volatility in the price of our common stock. Our quarterly revenues and other operating results have varied in the past and are likely to continue to vary significantly from quarter to quarter. Our agreements with distribution partners and key customers do not require minimum levels of usage or payments, and our revenues therefore fluctuate based on the actual usage of our service each quarter by existing and new distribution partners. Quarterly fluctuations in our operating results also might be due to numerous other factors, including: ● our ability to attract new distribution partners, including the length of our sales cycles, or to sell increased usage of our service to existing distribution partners; ● technical difficulties or interruptions in our services; ● changes in privacy protection and other governmental regulations applicable to our industry; ● changes in our pricing policies or the pricing policies of our competitors; ● the financial condition and business success of our distribution partners; ● purchasing and budgeting cycles of our distribution partners; ● acquisitions of businesses and products by us or our competitors; ● competition, including entry into the market by new competitors or new offerings by existing competitors; ● discounts offered to advertisers by upstream advertising networks; ● our history of litigation; ● our ability to hire, train and retain sufficient sales, client management and other personnel; ● timing of development, introduction and market acceptance of new services or service enhancements by us or our competitors; ● concentration of marketing expenses for activities such as a result trade shows and advertising campaigns; ● expenses related to any new or expanded data centers; and ● general economic and financial market conditions. Significant dilution will occur if outstanding options are exercised, or restricted stock unit grants vest. As of sales made at prices lower than May 27, 2021, we had 4,378,167 shares of our common stock underlying outstanding stock options and restricted stock units. If outstanding stock options are exercised or restricted stock units vest, dilution will occur to our stockholders, which may be significant. We expect to continue to grant equity incentives in the prices they paidform of restricted stock units and/or stock options to our employees and members of management as authorized under our equity incentive plans.
Appears in 1 contract
Samples: investor.inuvo.com
RISK FACTORS. You Investing in our common shares is speculative and involves a high degree of risk. The following risk factors, as well as risks currently unknown to us, could materially adversely affect our future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking information relating to us, or our business, property or financial results, each of which could cause purchasers of our common shares to lose part or all of their investment. In addition to the other information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, prospective investors should carefully consider carefully the risks described below and discussed factors set out under the section titled “"Risk Factors” contained " in the accompanying prospectus and our most recent Annual Report on Form 1040-K F for the year ended December 31, 2019 and Quarterly Reports the factors set out below in evaluating Trillium and its business before making an investment in our common shares. Risks Relating to the Offering Trillium's management team will have broad discretion to use the net proceeds from this offering and its investment of these proceeds may not yield a favorable return. They may invest the proceeds of this offering in ways with which investors disagree. Our management team will have broad discretion in the application of the net proceeds from this offering and could spend or invest the proceeds in ways with which our shareholders disagree. Accordingly, investors will need to rely on Form 10our management team's judgment with respect to the use of these proceeds. We intend to use the proceeds from this offering in the manner described under "Use of Proceeds." However, the failure by management to apply these funds effectively could negatively affect our ability to operate and grow our business. We cannot specify with certainty all of the particular uses for the net proceeds to be received from this offering. Accordingly, we will have broad discretion in using these proceeds. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value. You may experience immediate dilution in the book value per share of the common shares you purchase. Given that the price per share of our common shares being offered is expected to be higher than the book value per share of our common shares, you may suffer substantial dilution in the net tangible book value of the common shares you purchase in this offering. See the section entitled "Dilution" below for a more detailed discussion of the dilution you will incur if you purchase common shares in this offering. While we currently qualify as an emerging growth company under the JOBS Act, we will cease to be an emerging growth company on or before the end of 2020, and, to the extent we do not qualify as a smaller reporting company, at such time our costs and the demands placed upon our management will increase. As an emerging growth company under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. While we currently qualify as an emerging growth company under the JOBS Act, we will cease to be an emerging growth company on or before the end of 2020, and, to the extent we do not qualify as a smaller reporting company, at such time our costs and the demands placed upon our management will increase unless we subsequently qualify as a smaller reporting company. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Xxxxxxxx-Q Xxxxx Act, reduced disclosure obligations regarding executive compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Once we cease to be an emerging growth company, we may qualify as updated a smaller reporting company, and if so qualified, we will remain a smaller reporting company for so long as (i) our voting and non-voting common stock held by nonaffiliates is less than US$250 million measured on the last business day of our second fiscal quarter or superseded (ii) our annual revenue is less than US$100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than US$700 million measured on the last business day of our subsequent filings second fiscal quarter. Similar to emerging growth companies, smaller reporting companies are able to provide simplified executive compensation disclosure, are exempt from the auditor attestation requirements of Section 404, and have certain other reduced disclosure obligations, including, among other things, being required to provide only two years of audited financial statements. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile. We expect to lose our foreign private issuer status which will require us to comply with the US domestic reporting regime under the Exchange Act and result in significant additional compliance activity and increased costs and expenses. We are currently a "foreign private issuer," as such term is defined in Rule 405 under the Securities Act, and, therefore, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. As a result, there may currently be less publicly available information about us than if we were a United States domestic issuer. For example, currently we are not subject to the proxy rules in the United States and disclosure with respect to our annual meetings will be governed by Canadian requirements. Under Rule 405, the determination of 1934foreign private issuer status is made annually on the last business day of an issuer's most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2020. We expect to lose our foreign private issuer status on the next determination date since (i) we believe at least 50% of our outstanding common shares were held by US residents and (ii) the majority of our directors are US citizens, which we do not expect to change before the next determination date. As a result, we expect to be required to comply with US domestic issuer requirements beginning January 1, 2021. The regulatory and compliance costs to us under US securities laws as amendeda US domestic issuer may be significantly more than costs we incur as a foreign private issuer. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on US domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We will be required under current SEC rules to prepare our consolidated financial statements in accordance with US generally accepted accounting principles ("US GAAP") and modify certain of our policies to comply with corporate governance practices associated with US domestic issuers. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on US stock exchanges that are available to foreign private issuers, and exemptions from requirements related to the preparation and solicitation of proxies (including compliance with full disclosure obligations regarding executive compensation in proxy statements and the requirements of holding a nonbinding advisory vote on certain executive compensation matters, such as "say on pay" and "say on frequency"). Moreover, we will no longer be exempt from certain of the provisions of US securities laws, such as Regulation FD (which restricts the selective disclosure of material information), exemptions for filing beneficial ownership reports under Section 16(a) for officers, directors and 10% shareholders and the Section 16(b) short swing profit rules. In light of our expectations, we have already started to prepare for the consequences of becoming a US domestic issuer, including those described above, and we expect that the loss of foreign private issuer status will increase our legal and financial compliance costs and will make some activities highly time-consuming and costly. The additional costs could have an adverse impact on our results of operations, financial position and cash flows. In addition, the transition to being treated as a US domestic issuer may make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. We are likely a PFIC, which may have adverse US federal income tax consequences for US shareholders. US investors should be aware that we believe we were classified as a PFIC during the Exchange Acttax years ended December 31, each 2019 and 2018, and based on current business plans and financial expectations, we believe that we may be a PFIC for the current tax year and may be a PFIC in future tax years. If Trillium is a PFIC for any taxable year during which a U.S. Holder (as defined under "Certain U.S. Federal Income Tax Considerations") holds our common shares, it would likely result in adverse U.S. federal income tax consequences for such U.S. Holder. U.S. Holders should carefully read "Certain U.S. Federal Income Tax Considerations - Passive Foreign Investment Company Rules" for more information and consult their own tax advisors regarding the consequences of Trillium being treated as a PFIC for U.S. federal income tax purposes, including the advisability of making a qualified electing fund election (including a protective election), which may mitigate certain possible adverse U.S. federal income tax consequences but may result in an inclusion in gross income without receipt of such income. Other Risks Related to Trillium's Business The duration and impact of the current COVID-19 pandemic is incorporated by reference uncertain. Our business relies, to a certain extent, on free movement of goods, services and capital from around the world, which has been significantly restricted as a result of COVID-19. We have implemented a response designed to maintain our operations despite the outbreak of the virus. However, we may experience direct or indirect impacts from the pandemic, including delays in this prospectus the enrollment of new patients in their entiretyour TTI-621 and TTI-622 clinical studies. For instance, together with other information in this prospectuson April 8, 2020, we announced that we are following the U.S. FDA and Health Canada COVID-19 guidance regarding the conduct and management of clinical trials during the pandemic, and that we are addressing COVID-19 derived challenges on a patient-by-patient basis. Currently, all active patients on the TTI-621 and TTI-622 clinical studies are continuing treatment, and the information Company expects that these patients will continue treatment on study. Going forward, we expect that enrollment in the TTI-621 and documents incorporated by reference TTI-622 clinical studies will slow down or potentially pause as many clinical sites are putting enrollment of new patients on hold. Given the rapidly evolving nature of the pandemic, the Company will update trial timelines after it has more visibility on the length and extent of the COVID-19 crisis. In addition to a slow-down in this prospectusenrollment, the COVID-19 pandemic may impact our studies in other ways in the future. For instance, although we currently have a sufficient supply of TTI-621 and TTI-622 to complete our ongoing dose escalation studies and have not experienced any supply chain disruptions to date, our future manufacturing campaigns may be delayed, which could delay our future clinical studies and development efforts. Other ways that the COVID-19 pandemic may impact our business include, but are not limited to: • delays or difficulties in initiating new clinical trials; • increased rates of patients withdrawing from our clinical trials; • diversion of healthcare resources away from the conduct of clinical trials; • the need to modify, suspend, or terminate clinical trials; • interruption of key clinical trial activities, clinical trial noncompliance, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any clinical trial deviations, which may impact the integrity of the following events actually occurresulting data; • interruption or delays in FDA's or other regulatory authorities' review of submissions; • delays or disruptions in preclinical experiments and investigational new drug application-enabling studies; and • interruption of, or delays in receiving necessary study materials. The COVID-19 pandemic and the government and public health response thereto continue to rapidly evolve. In light of the COVID-19 outbreak, the FDA has issued a number of new guidance documents. Specifically, as a result of the potential effect of the COVID-19 outbreak on many clinical trial programs in the US and globally, the FDA issued guidance concerning potential impacts on clinical trial programs, changes that may be necessary to such programs if they proceed, considerations regarding trial suspensions and discontinuations, the potential need to consult with or make submissions to relevant ethics committees, IRBs, and the FDA, the use of alternative drug delivery methods, and considerations with respect the outbreak's impacts on endpoints, data collection, study procedures, and analysis. Additionally, in March 2020, the US Congress passed the Coronavirus Aid, Relief, and Economic Security Act, which includes a number of provisions that are applicable to the pharmaceutical industry. We may also have some risk that our contracting counterparties could fail to meet their obligations due to restrictions on the movement of goods that may be required for the manufacturing of our cancer drugs. Given the ongoing and dynamic nature of the circumstances surrounding COVID-19, it is difficult to predict how significant the impact of COVID-19, including any responses to it, will be on the global economy and our business or for how long any disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and difficult to predict, including new information which may emerge concerning the severity of COVID-19 and additional actions which may be taken to contain COVID-19. Such developments could have an adverse effect on our business, financial condition, results of operations or and cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statementsflow.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You should carefully consider carefully the risks and uncertainties described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated reports filed with the SEC under Sections 13(a), 13(c), 14 or superseded by our subsequent filings under 15(d) of the Securities Exchange Act of 1934, as amended, or before exchanging Outstanding Notes for the New Notes. In particular, we refer you to the disclosure regarding certain risk factors applicable to us and our business in our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Reports on Form 10-Q filed after that date. Risks related to the Exchange ActIf an active trading market for the New Notes does not develop, each then the market price of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and New Notes may decline or you may not be able to sell your New Notes. We do not intend to list the New Notes on any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stocksecurities exchange. If any of the following events actually occurNew Notes are traded, our businessthey may trade at a discount, financial conditiondepending on prevailing interest rates, results of operations or cash flow could be harmed. This could cause the trading market for similar securities, the price of our common stock to decline stock, the performance of our business and other factors. We do not know whether an active trading market will develop for the New Notes. To the extent that an active trading market does not develop, you may lose all not be able to resell the New Notes or part may only be able to sell them at a substantial discount. The consummation of the Exchange may be delayed or may not occur. Consummation of the Exchange will be subject to the satisfaction of certain conditions, including, among others, that the Indenture is qualified under the Trust Indenture Act and that the New Notes will be fungible with the December 2011 Series B Notes for U.S. federal income tax purposes as of the closing date of the Exchange. Even if an exchange agreement is executed, the closing of the Exchange may be delayed for a significant period of time. Accordingly, you may have to wait longer than expected to receive New Notes in the Exchange, during which time you will not be able to effect transfers of your investmentOutstanding Notes subject to the exchange agreement. In addition, if the Company concludes that any of the conditions to consummation of the Exchange will not be satisfied, it may terminate the exchange agreement by giving notice to you of such termination. Upon termination of the exchange agreement, any Old Notes that you have previously delivered for exchange will be returned to you and we will not be required to make any payment of any amount under the exchange agreement. The risks below and incorporated by reference consideration to be received in this prospectus are the Exchange Offer does not reflect any fairness valuation. Our board of directors has made no determination that the only ones we faceconsideration to be received in the Exchange represents a fair valuation of either the Outstanding Notes or the New Notes. Additional risks We have not currently known obtained a fairness opinion from any financial advisor about the fairness to us or to you of the consideration to be received by holders of Outstanding Notes. Any obligations we have that we currently deem immaterial mature prior to December 15, 2016 will be paid before the optional redemption date of the New Notes. We have outstanding indebtedness, and may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating incur additional indebtedness from time to time, that is or may become due prior to the Offering Our management team may invest optional redemption date of the New Notes. In particular, the holders of the Outstanding Notes can require us to repurchase their notes on December 15, 2013, and the holders of other series of our convertible senior subordinated notes can require us to repurchase their notes on multiple dates prior to the optional redemption date of the New Notes. The Outstanding Notes and other series of our convertible senior subordinated notes will be convertible at the option of the holder prior to the time the New Notes become convertible. Except in limited cases, the New Notes are not convertible prior to June 15, 2016. The Outstanding Notes and other series of our convertible senior subordinated notes (other than the December 2011 Series B Notes) have or spend will become convertible prior to that date. The adjustment to the proceeds of this offering conversion rate for notes converted in ways connection with which you certain fundamental changes may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used adequately compensate you for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book any lost value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution notes as a result of future equity offeringssuch transaction. To raise additional capitalIf certain fundamental changes occur prior to December 15, 2016, we may in will increase the future offer conversion rate by a number of additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not notes converted in connection with such fundamental change. The increase in the conversion rate will be determined based on the same as date on which the fundamental change becomes effective and the price paid per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreementin such transaction. The number adjustment to the conversion rate for notes converted in connection with a fundamental change may not adequately compensate you for any lost value of shares that are sold through SVB Leerink after our instruction will fluctuate based on your notes as a number result of factorssuch transaction. In addition, including if the market price of our common stock during in the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price transaction is greater than $50.00 per share of or less than $8.04 per share (in each share sold case, subject to adjustment), no adjustment will fluctuate during this offeringbe made to the conversion rate. Moreover, it is not currently possible to predict in no event will the total number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The of common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels issuable upon conversion exceed 124.3781 per $1,000 principal amount of dilution and different outcomes in their investment results. We will have discretionnotes, subject to adjustment. The enforceability of our obligation to deliver the additional shares upon a fundamental change could be subject to general principles of reasonableness of economic remedies. CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS This summary does not address all of the U.S. federal income tax consequences that may be relevant to holders, nor does it address specific tax consequences that may be relevant to particular holders that are subject to special tax rules (including, for example, banks or financial institutions, broker-dealers, insurance companies, regulated investment companies, tax-exempt entities, common trust funds, dealers in securities or currencies, traders who elect to xxxx to market demandtheir securities, to vary pass-through entities (and investors in such entities), “controlled foreign corporations,” “passive foreign investment companies,” U.S. expatriates, U.S. holders that have a functional currency other than the timingU.S. dollar, pricesindividuals who are present in the United States for more than 183 days in the taxable year of the Exchange, and numbers of shares sold in this offering. In addition, persons subject to the final determination by our board alternative minimum tax and persons in special situations, such as those who hold Outstanding Notes or New Notes as part of directorsa straddle, there is no minimum hedge, conversion transaction or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidother integrated investment).
Appears in 1 contract
Samples: Agreement (Semiconductor Components Industries of Rhode Island Inc)
RISK FACTORS. Investing in our securities may be speculative and involves a high degree of risk. You should carefully consider carefully the risks described risk factor below and discussed under the section titled “Risk Factors” contained in those that are incorporated by reference from our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus supplement, and all other information contained or incorporated by reference into this prospectus supplement, the accompanying prospectus, and any free writing prospectus, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated . Additional risks and uncertainties not presently known to us or not presently deemed material by reference in this prospectus in their entirety, together with other information in this prospectus, us may also impair our operations and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stockperformance. If any Each of the following events actually occur, risk factors could materially adversely affect our business, financial condition, condition and results of operations or cash flow could be harmedoperations. This could cause In such case, our NAV and the trading price of our common stock to decline securities could decline, and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones If we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our sell common stock in this offering, you will incur immediate and substantial dilution in the at a discount to our net tangible book asset value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported stockholders who do not participate in such sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur will experience immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices an amount that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholdersmaterial. The price per share at which we sell additional shares issuance or sale by us of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share share, after offering expenses and commission, that is a discount to net asset value poses a risk of each share sold will fluctuate during this offeringdilution to our stockholders. In particular, it is stockholders who do not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy purchase additional shares at different times or below the discounted price in proportion to their current ownership will likely pay different pricesexperience an immediate decrease in net asset value per share (as well as in the aggregate net asset value of their shares if they do not participate at all). Investors who purchase shares in this offering at different times These stockholders will likely pay different prices, and so may also experience different levels of dilution and different outcomes a disproportionately greater decrease in their investment results. We will have discretionparticipation in our earnings and assets and their voting power than the increase we experience in our assets, subject to market demand, to vary the timing, prices, potential earning power and numbers of shares sold in this offeringvoting interests from such issuance or sale. In addition, subject to such sales may adversely affect the final determination by price at which our board common stock trades. For additional information about possible sales below NAV per share, see “Sales of directors, there is no minimum or maximum sales price for shares to be sold in Common Stock Below Net Asset Value” beginning on page S-16 of this offering. Investors may experience a decline in the value prospectus supplement and on page 40 of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidaccompanying prospectus.
Appears in 1 contract
Samples: investor.htgc.com
RISK FACTORS. You should consider carefully the An investment in our common stock is subject to numerous risks described as discussed more fully below and discussed under the section titled caption “Risk Factors” contained in the accompanying prospectus, our most recent Annual Report on Form 10-K and our most recent Quarterly Reports Report on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934Q, as amended, or the Exchange Act, each both of which is we incorporate by reference herein, and other information that we file from time to time with the SEC after the date of this prospectus supplement and which we incorporate by reference herein. Any of these risks could adversely affect our financial condition and results of operations or our ability to execute our business strategy. You should read and consider carefully all the information set forth and incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, supplement and the information and documents incorporated by reference in this prospectus, and any free writing accompanying prospectus that we have authorized for use in connection with this offering before you make a decision deciding whether to invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus uncertainties we have described are not the only ones we facefacing our company. Additional risks and uncertainties not currently presently known to us or that we currently deem consider immaterial may also affect our business operations. Please also read carefully the section below titled See “Special Note Regarding Forward-Looking StatementsIncorporation of Certain Documents By Reference.” Risks Relating Related to this Offering Resales of our common stock in the Offering Our management team may invest or spend the proceeds of public market during this offering by our stockholders may cause the market price of our common stock to fall. We may issue common stock from time to time in ways connection with which this offering. This issuance from time to time of these new shares of our common stock, or our ability to issue these shares of common stock in this offering, could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock. Purchasers will experience immediate dilution in the book value per share of the common stock purchased in the offering. The expected offering price of our common stock will be substantially higher than the net tangible book value per share of our outstanding common stock. As a result, based on our capitalization as of June 30, 2020, investors purchasing shares in this offering would incur immediate dilution of $1.91 per share of common stock purchased, based on an assumed public offering price of our common stock of $2.60 per share, the last reported sale price of the common stock on August 13, 2020. See “Dilution” in this prospectus supplement for a more detailed discussion of the dilution you may not agree or will incur if you purchase shares in ways which may not yield a significant returnthis offering. Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment. Our management will have broad discretion to use our net proceeds from this offering and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply our net proceeds of this offering in ways that increase the value of your investment. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering. The net proceeds from this offering will be used for working If we raise additional capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application future, your ownership in us could be diluted. Any issuance of equity we may undertake in the net proceeds, and you will not have future to raise additional capital could cause the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value price of our common stock. If you purchase our common stock in this offeringto decline, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The or require us to issue shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect a price that the per share offering prices in this offering will be substantially higher is lower than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares that paid by holders of our common stock in this offeringthe past, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilitieswhich would result in those newly issued shares being dilutive. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per shareIn addition, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible If we obtain funds through a credit facility or through the issuance of debt or preferred securities, these securities would likely have rights senior to predict your rights as a common stockholder, which could impair the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares value of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidstock.
Appears in 1 contract
Samples: www.resonant.com
RISK FACTORS. You Investing in our common stock involves a high degree of risk. Before making a decision to invest in our common stock, you should consider carefully the risks and uncertainties described below and discussed under the section titled heading “Risk Factors” contained or incorporated by reference in this prospectus, including the risk factors incorporated by reference herein from our most recent Annual Report on Form 10-K and K, as may be updated by our subsequent Quarterly Reports on Form 10-Q as updated and other filings we make with the SEC. The risks described in these documents are not the only ones we face. There may be other unknown or superseded by unpredictable economic, business, competitive, regulatory or other factors that could harm our subsequent filings under the Securities Exchange Act future results. Past financial performance may not be a reliable indicator of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectusfuture performance, and the information and documents incorporated by reference historical trends should not be used to anticipate results or trends in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stockfuture periods. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Cautionary Statement Regarding Forward-Looking Statements.” Additional Risks Relating Related to the Offering Our management team may invest or spend We have broad discretion in the use of the net proceeds of from this offering in ways with which you and may not agree or in ways which may not yield a significant returnuse them effectively. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceedsproceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity, opportunity as part of your investment decision, decision to assess whether the net proceeds are being used appropriately. The Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may be used for corporate purposes vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that do not ultimately increase our operating results or enhance the value of your investment. The failure by our common stockmanagement to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short- and intermediate-term, interest-bearing instruments, certificates of deposit or direct or guaranteed obligations of the United States government or hold the net proceeds as cash. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. If you purchase our common stock in this offering, you will incur may experience immediate and substantial dilution in the net tangible book value of your common stockshares. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 33,871,589 shares of our common stock are sold at an assumed public offering a price of $44.15 4.41 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13March 1, 20212022, for aggregate gross proceeds of approximately $150,000,000149,373,708, and after deducting offering commissions and estimated offering expenses payable by us, you would incur experience immediate dilution of $38.39 0.29 per share, representing the difference between our as adjusted net tangible book value per share as of September 30December 31, 2020, 2021 after giving effect to this offering and the assumed public offering price per shareprice. Further, the future The exercise of any outstanding stock options to purchase shares would result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "“Dilution" ” below for a more informationdetailed illustration of the dilution you would incur if you participate in this offering. You Because the sales of the shares offered hereby will be made directly into the market or in negotiated transactions, the prices at which we sell these shares will vary and these variations may be significant. Purchasers of the shares we sell, as well as our existing stockholders, will experience future significant dilution as a result if we sell shares at prices significantly below the price at which they invested. Future sales or issuances of future equity offerings. To raise additional capital, we may our common stock in the future offer additional public markets, or the perception of such sales, could depress the trading price of our common stock. The sale of a substantial number of shares of our common stock or other equity-related securities convertible into in the public markets, or exchangeable for the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We may sell large quantities of our common stock at prices that may not be the same as the price per share any time pursuant to this prospectus or in this offeringone or more separate offerings. We may sell shares cannot predict the effect that future sales of common stock or other equity-related securities in any other offering at a would have on the market price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink Jefferies to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares shares, if any, that are sold through SVB Leerink Jefferies after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink Jefferies in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold sold, if any, will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” ”, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors, and there is no predetermined minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: ir.quincetx.com
RISK FACTORS. You Investing in our securities involves a high degree of risk. Before making a decision to invest in our securities, in addition to carefully considering the other information contained in this prospectus supplement, in the accompanying prospectus and incorporated by reference herein or therein, you should carefully consider carefully the risks described below under the caption “Risk Factors” contained in the accompanying prospectus, and any related free writing prospectus, and the risks discussed under the section titled caption “Risk Factors” contained in our most recent Annual Report annual report on Form 10-K and Quarterly Reports in our most recent quarterly reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934Q, as amendedwell as any amendments thereto, or the Exchange Act, each of which is are incorporated by reference in into this prospectus supplement in their entirety, together with other information in this prospectusprospectus supplement, and the information and documents incorporated by reference in this prospectusreference, and any free writing prospectus that we have authorized may authorize for use in connection with a specific offering. See “Where You Can Find More Information” and “Incorporation by Reference.” Risks Related to this Offering Investors in this offering before you make will pay a decision to invest in our common stock. If any of much higher price than the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price book value of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, therefore you will incur immediate and substantial dilution in the net tangible book value of your common stockinvestment. The shares public offering price of our common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per common share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds based on the book total value of our tangible assets after subtracting less our liabilitiestotal liabilities immediately following this offering. Assuming that an aggregate of 3,397,508 12,886,597 shares of our common stock are sold at an assumed public offering a price of $44.15 9.70 per shareshare pursuant to this prospectus supplement, which was the last reported sale closing price of our common stock on the Nasdaq Global Select Market on January 13March 31, 20212022, for an aggregate gross proceeds offering price of approximately $150,000,000125,000,000 in this offering, and after deducting offering estimated commissions and estimated aggregate offering expenses payable by us, you would incur experience immediate and substantial dilution of approximately $38.39 3.36 per share, representing the difference between our as adjusted net tangible book value per share as of September 30December 31, 2020, 2021 after giving effect to this offering and the assumed public offering price per shareprice. FurtherFor a further description of the dilution that you will experience immediately after this offering, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See see the section titled "“Dilution" for more information. You may experience future dilution as .” Sales of a result substantial number of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future public market could have rights superior cause our stock price to existing stockholdersfall. The price per share at which we sell additional shares Sales of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual a substantial number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock in the public market could occur at any time throughout time. As of December 31, 2021, we had 49,500,308 shares of our common stock outstanding. If our stockholders sell, or the term market perceives that our stockholders intend to sell, substantial amount of our common stock in the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factorspublic market, including the market price of our common stock during could decline significantly. Shares issued upon the sales periodexercise of stock options outstanding under our equity incentive plans or pursuant to future awards granted under those plans will become available for sale in the public market to the extent permitted by the provisions of applicable vesting schedules and Rule 144 and Rule 701 under the Securities Act. Moreover, certain holders of our common stock have rights, subject to conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. Registration of these shares under the Securities Act would result in the shares becoming freely tradeable in the public market, subject to the restrictions of Rule 144 in the case of our affiliates. If any of these additional shares are sold, or if it is perceived that they will be sold, in the public market, the limits market price of our common stock could decline. Our management team will have broad discretion to use the net proceeds from this offering and its investment of these proceeds may not yield a favorable return. Our management team will have broad discretion in the application of the net proceeds from this offering and could spend or invest the proceeds in ways with which our stockholders disagree. Accordingly, investors will need to rely on our management team’s judgment with respect to the use of these proceeds. We intend to use the proceeds from this offering in the manner described in the section titled “Use of Proceeds.” The failure by management to apply these funds effectively could negatively affect our ability to operate and grow our business. We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. In addition, the amount, allocation and timing of our actual expenditures will depend upon numerous factors, including any milestone payments received from any future strategic partnerships and royalties on sales of any future approved product. Accordingly, we set with SVB Leerink will have broad discretion in using these proceeds. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose. We do not anticipate paying cash dividends and, accordingly, stockholders must rely on share appreciation for any instruction return on their investment. We have never paid any dividends on our capital stock. We currently intend to sell sharesretain our future earnings, if any, to fund the development and growth of our businesses and do not anticipate that we will declare or pay any cash dividends on our capital stock in the foreseeable future. See the section titled “Dividend Policy.” As a result, capital appreciation, if any, of our common stock will be your sole source of gain on your investment for the foreseeable future. Investors seeking cash dividends should not invest in our common stock. Raising additional capital may cause dilution to our stockholders, including purchasers of our common stock in this offering, restrict our operations or require us to relinquish substantial rights. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the demand terms of these new securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing, if available, may involve fixed payment obligations or agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through partnerships, collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, product candidates or future revenue streams, or grant licenses on terms that are not favorable to us. We cannot assure you that we will be able to obtain additional funding if and when necessary. If we are unable to obtain adequate financing on a timely basis, we could be required to delay, scale back or eliminate one or more of our clinical or discovery programs or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold current or the gross proceeds to be raised in connection with those salesfuture operating plans. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demanddemand and the terms of the sales agreement, to vary the timing, prices, prices and numbers number of shares sold in this offering. In addition, subject to the final determination by our board of directorsdirectors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You An investment in our common stock involves a high degree of risk. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. If any of these risks occur, the value of our common stock may decline and you may lose all or part of your investment. Before investing in our common stock, you should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference risk factors set forth in this prospectus supplement, the accompanying prospectus and in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest offering, along with the risk factors described in “Item 1A. Risk Factorsâ€# in our common stock. If any of most recent Annual Report on Form 10-K, as updated by other filings we make with the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and SEC incorporated by reference in into this prospectus are not supplement and the only ones we faceaccompanying prospectus. Additional risks not currently known Risks Related to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating This Offering Management will have broad discretion as to the Offering Our management team may invest or spend use of the proceeds from this offering, and may not use the proceeds effectively. Because we have not designated the amount of net proceeds from this offering in ways with which you may not agree or in ways which may not yield a significant return. Our to be used for any particular purpose other than general corporate purposes, our management will have broad discretion over as to the use application of proceeds from this offering. The the net proceeds from this offering will be used and could use them for working capital and general corporate purposes, which may include, among purposes other things, than those contemplated at the advancement time of the development of our product candidate, IMVT-1401offering. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you You will not have the opportunity, as part of your investment decision, to assess whether the these proceeds are being used appropriately. The Our management may use the net proceeds may be used for corporate purposes that do may not increase improve our operating results financial condition or enhance the value of our common stockmarket value. If you purchase our common stock Purchasers in this offering, you will incur offering may experience immediate and substantial dilution in the net tangible book value of your common stocktheir investment. The shares of common stock sold in this offering offering, if any, will be sold from time to time will be sold at various prices; however. However, we expect that the per share offering prices in this offering price of our common stock will be substantially higher than the as adjusted net tangible book value per share of our outstanding common stock. Therefore, if you purchase After giving effect to the assumed sale of shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value aggregate amount of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold $50,000,000 at an assumed public offering price of $44.15 15.34 per share, the last reported sale price of our common stock on February 28, 2019 on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000Market, and after deducting offering commissions and estimated offering expenses payable by usexpenses, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30December 31, 2020, and the assumed public offering price 2018 would have been approximately $161.7 million or approximately $7.38 per share. Further, the future exercise This would represent an immediate increase in net tangible book value of any outstanding options approximately $1.30 per share to purchase shares our existing stockholders and an immediate dilution in as adjusted net tangible book value of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you approximately $7.96 per share to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares purchasers of our common stock in this offering. In addition to this offering, subject to market conditions and other factors, we may pursue additional equity financings in the future, including future public offerings or other future private placements of equity securities or securities convertible into or exchangeable for our common equity securities. Further, the exercise of outstanding stock at prices that may not be options, the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities exercise of stock options issued in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreementfuture, or the gross proceeds resulting from those salesvesting of restricted stock units could result in further dilution to investors and any additional shares issued in connection with acquisitions, should we choose to pursue any, will result in dilution to investors. Subject to certain limitations in the sales agreement and compliance with applicable lawIn addition, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during could fall as a result of resales of any of these shares of common stock due to an increased number of shares available for sale in the sales periodmarket. For a further description of the dilution that you will experience immediately after this offering, see the limits section in this prospectus supplement entitled “Dilution.â€# Because we set with SVB Leerink do not intend to declare cash dividends on our shares of common stock in any instruction to sell sharesthe foreseeable future, and stockholders must rely on appreciation of the demand for value of our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in for any return on their investment resultsinvestment. We have never declared or paid cash dividends on our common stock. We currently anticipate that we will have discretionretain future earnings for the development, subject to market demand, to vary operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the timing, prices, and numbers of shares sold in this offeringforeseeable future. In addition, subject our credit facility with Xxxxx Fargo Bank, National Association restricts our ability to declare or pay any cash dividend or make any other cash payment or distribution, directly or indirectly, to the final determination by holders of our board common stock in their capacity as such. In addition, the terms of directorsany future debt agreements may preclude us from paying dividends. As a result, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value we expect that only appreciation of the shares they purchase price of our common stock, if any, will provide a return to investors in this offering as a result of sales made at prices lower than for the prices they paidforeseeable future.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You Your investment in shares of our common stock involves substantial risks. In consultation with your own financial and legal advisers, you should consider carefully consider, among other matters, the risks described below and discussed under factors set forth below, in the section titled “Risk Factors” contained accompanying prospectus, in our most recent Annual Report on Form 10-K for the year ended December 31, 2021, and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under other information that we file from time to time with the Securities Exchange Act of 1934SEC, as amended, or the Exchange Act, each of which is are incorporated by reference in into this prospectus in their entirety, together with other information in this supplement and the accompanying prospectus, and the information and documents incorporated by reference before deciding whether an investment in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in shares of our common stockstock is suitable for you. If any of the following events actually occurrisks contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus develop into actual events, our business, financial condition, liquidity, results of operations or operations, FFO, our ability to make cash flow distributions to holders of our common stock and prospects could be harmed. This could cause materially and adversely affected, the trading market price of our common stock to could decline and you may lose all or part of your investment. The In addition, new risks below may emerge at any time and incorporated by reference we cannot predict such risks or estimate the extent to which they may affect our financial performance. Some statements in this prospectus are not supplement, including statements in the only ones we facefollowing risk factors, constitute forward-looking statements. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully See the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to sections in this prospectus supplement and in the Offering accompanying prospectus. Our management team may invest or spend will have broad discretion in the use of the net proceeds of from this offering and may allocate the net proceeds from this offering in ways that you and other stockholders may not approve. Our management will have broad discretion in the use of the net proceeds, including but not limited to any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used in ways with which you may not agree with or in ways which may not yield a significant returnotherwise be considered appropriate. Our management Because of the number and variability of factors that will have broad discretion over the determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure of our management to use these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. The number of shares of our common stock available for future issuance or sale could adversely affect the per share trading price of our common stock. We cannot predict whether future issuances or sales of our common stock or the availability of shares for resale in the open market will decrease the per share trading price of our common stock. The issuance of substantial numbers of shares of our common stock in the public market or the perception that such issuances might occur, the exchange of OP units, for shares of common stock, the issuance of our common stock or OP units in connection with future property, portfolio or business acquisitions and other issuances of our common stock could have an adverse effect on the per share trading price of our common stock. In addition, future issuances of our common stock may be dilutive to existing stockholders. We may be unable to invest a significant portion of the net proceeds of this offering on acceptable terms. Delays in investing the net proceeds of this offering may impair our performance. We cannot assure you that we will be used for working capital able to identify properties that meet our investment objectives or that any investment we make will produce a positive return. We may be unable to invest the net proceeds of this offering on acceptable terms within the time period that we anticipate or at all, which could adversely affect our financial condition and general corporate purposesoperating results. You may experience dilution as a result of this offering, which may includeadversely affect the per share trading price of our common stock. This offering may have a dilutive effect on our earnings per share and funds from operations per share after giving effect to the issuance of our common stock and the receipt of the expected net proceeds. The actual amount of dilution from this “at the market offering,” or from any future sale of common pursuant to this offering, will be based on numerous factors, particularly the use of proceeds and any return generated thereby, and cannot be determined at this time. The per share trading price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market in connection with this offering, or otherwise, or as a result of the perception or expectation that such sales could occur. Holders of our senior common stock and preferred stock and future holders of any securities ranking senior to our common stock have dividend and/or liquidation rights that are senior to the rights of the holders of our common stock. Additional issuances of securities senior to our common stock may negatively impact the value of our common stock and further restrict the ability of holders of our common stock to receive dividends and/or liquidation rights. Our capital structure includes senior common stock, which is a separate class of our capital stock that has priority over listed common stock with respect to the payment of distributions. However, it is junior to our Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock with respect to the payment of distributions. Shares of our senior common stock are not listed or traded on a national securities exchange. Holders of shares of senior common stock have the right, but not the obligation, following the fifth anniversary of the issuance of such shares to exchange any or all of such shares of senior common stock for shares of our listed common stock. Furthermore, in the event of our liquidation, each share of senior common stock will be automatically converted to a number of shares of our listed common stock in accordance with the applicable exchange ratio. Therefore, senior common stock will rank pari passu with our listed common stock upon a liquidation, dissolution or winding up of the Company. We have also entered into an At-the-Market Equity Offering Sales Agreement for the sale of up to $100 million of our Series E Preferred Stock, which is senior to the rights of holders of our common stock. If we were to issue a significant amount of shares of our Series E Preferred Stock under that agreement, it could negatively impact the value of our common stock and further restrict the ability of holders of our common stock to receive dividends and/or liquidation rights. In the future, we may attempt to increase our capital resources by making additional offerings of equity securities or issue debt securities. Upon liquidation, holders of our preferred stock, holders of our debt securities, if any, and lenders with respect to other borrowings, including our line of credit, would receive a distribution of our available assets in full prior to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our common stockholders bear the risk of our future offerings reducing the per share trading price of our common stock and diluting their interest in us. USE OF PROCEEDS Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by transactions that are deemed to be part of an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, by means of ordinary brokers’ transactions that qualify for delivery of a prospectus to Nasdaq in accordance with Rule 153 under the Securities Act or such other sales as may be agreed by us and the Sales Agents, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Actual sales, if any, of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in this paragraph depending on, among other things, the advancement market price of our common stock at the time of any such sale. As a result, the actual net proceeds we receive may be more or less than the amount of net proceeds estimated in this prospectus supplement. However, assuming we sell all of the development shares of common stock covered by the Sales Agreement, we estimate that the total expenses of the offering payable by us, excluding discounts, commissions and reimbursements to the Sales Agents under the Sales Agreement, will be approximately $125,000 which includes our legal, accounting and printing costs and various other fees associated with the offering. We currently intend to use the net proceeds of the offering to fund pending and future acquisitions, through the Operating Partnership, of real property or capital expenditures and/or improvements to properties in our portfolio, in the ordinary course of our product candidate, IMVT-1401business and in accordance with our investment objectives. We may also use a portion of the net proceeds from this offering to in-licensepay down our Credit Facility and for other general corporate purposes. As of December 31, acquire or invest 2021 there was $258.6 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 2.00%, and $19.5 million outstanding under letters of credit, at a weighted average interest rate of 1.90%. As of February 15, 2022, the maximum additional amount we could draw under the Credit Facility was $24.8 million. We were in complementary businesses or products; howevercompliance with all covenants under the Credit Facility as of December 31, 2021. PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST) We have previously entered into the Sales Agreement on December 3, 2019, as amended on February 22, 2022, under which we may issue and sell our shares of common stock from time to time through the Sales Agents. Pursuant to this prospectus supplement and the accompanying prospectus, we have no current commitments may offer and sell up to $63.0 million of our common stock through the Sales Agents. Sales of our shares, if any, under this prospectus supplement and the accompanying prospectus will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used through Nasdaq or any other existing trading market for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement has been filed as an exhibit to a Current Report on Form 8-K and incorporated by reference into this prospectus supplement. The Sales Agents will offer shares of common stock in this offeringsubject to the terms and conditions of the Sales Agreement on any trading day or as otherwise agreed upon by us and the Sales Agents. We will designate the maximum amount and minimum price of shares of common stock to be sold through the Sales Agents on a daily basis or otherwise determine such amounts together with the Sales Agents. Subject to the terms and conditions of the Sales Agreement, you the Sales Agents will incur immediate and substantial dilution in use their commercially reasonable efforts to sell on our behalf the net tangible book value shares of your common stock. We may instruct the Sales Agents not to sell shares of common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We may only instruct one Sales Agent to sell shares of common stock on any single given day. We or the Sales Agents may suspend the offering of shares of common stock being made through the Sales Agents under the Sales Agreement upon proper notice to the other party. The Sales Agents will receive from us a commission of up to 2.0% of the gross sales price per common share for any shares of common stock sold under the Sales Agreement. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in this offering from time to time connection with the sales, will be sold at various prices; however, we expect that equal our net proceeds for the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share sale of such shares of common stock. Therefore, if you purchase shares The Sales Agents will provide written confirmation to us following the close of our common stock trading on Nasdaq each day in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 which shares of common stock are sold at an assumed public offering price of $44.15 per share, by any Sales Agent for us under the last reported sale price of our common stock on Sales Agreement. Each confirmation will include the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance number of shares of common stock sold on that day, the gross sales price per share, the net proceeds to us, and the compensation payable by us to the Sales Agents. Settlement for sales of shares of common stock will occur, unless the parties agree otherwise, on the second business day that is also a trading day following the date on which any sales were made in return for payment of the net proceeds to us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. In connection with the sale of the shares of common stock on our behalf, each Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to each of the Sales Agents will be deemed to be underwriting commissions or discounts. We have agreed in the Sales Agreement to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act. We estimate that the total expenses of the offering payable by us, excluding discounts and commissions payable to the Sales Agents under the Sales Agreement, will be approximately $125,000. The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the vesting earlier of (1) the sale of all of the shares of common stock subject to the Sales Agreement and settlement (2) the termination of any outstanding restricted stock units the Sales Agreement by the Sales Agents or conversion of Series A preferred stock will cause you us. The Sales Agents have from time to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capitaltime provided, we may and in the future offer additional shares may provide, certain commercial banking, investment banking and financial advisory services to us and our affiliates, for which they have received, and in the future will receive, customary fees. In particular, an affiliate of Fifth Third Securities, Inc. is currently a lender under our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be Credit Facility, and Xxxxxx X. Xxxxx & Co. Incorporated will pay a referral fee to an affiliate of The Huntington National Bank, one of the same as lenders under the price per share Credit Facility, in connection with this offering. We may sell use a portion of the proceeds from this offering to pay down the Credit Facility as further described in “Use of Proceeds.” Accordingly, this offering will be conducted in accordance with FINRA Rule 5121(a)(1)(B), since our common shares or other securities have a bona fide public market, as defined by FINRA Rule 5121(f)(3). To the extent required by Regulation M, the Sales Agents will not engage in any other market making activities involving our common shares while the offering at a price per share that is less than ongoing under this prospectus supplement. LEGAL MATTERS Certain legal matters and certain federal income tax matters will be passed upon for us by Bass, Xxxxx & Xxxx PLC, Nashville, Tennessee. Certain matters of Maryland law, including the price per share paid by investors validity of the common stock to be issued in connection with this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholderswill be passed upon for us by Xxxxxxx LLP, Baltimore, Maryland. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that Sales Agents are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised being represented in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different pricesby Xxxxxx LLP, New York, New York. Bass, Xxxxx & Xxxx PLC and so Xxxxxx LLP may experience different levels rely as to certain matters of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary Maryland law upon the timing, prices, and numbers opinion of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidXxxxxxx LLP.
Appears in 1 contract
Samples: www.gladstonecommercial.com
RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest An investment in our common stockstock involves a high degree of risk. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. If any of the following events actually these risks occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price value of our common stock to may decline and you may lose all or part of your investment. The risks below Before investing in our common stock, you should consider carefully the risk factors set forth in this prospectus supplement, the accompanying base prospectus and contained in any free writing prospectus with respect to this offering filed by us with the SEC, along with the risk factors described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, as updated by other filings we have made and will make with the SEC incorporated by reference in into this prospectus are not the only ones we facesupplement. Additional risks not currently known See “Incorporation by Reference” on page S-15. Risks Related to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the This Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management Management will have broad discretion over the use of the proceeds from this offering, and may not use the proceeds effectively. The Because we have not designated the amount of net proceeds from this offering will to be used for working capital and general corporate purposesany particular purpose, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable broad discretion in as to the application of the net proceeds, proceeds from this offering and you will not have could use them for purposes other than those contemplated at the opportunity, as part time of your investment decision, to assess whether the proceeds are being used appropriatelyoffering. The Our management may use the net proceeds may be used for corporate purposes that do may not increase improve our operating results financial condition or enhance market value. Pending use, we may invest any net proceeds from this offering in a manner that does not produce income or loses value. Please see the value section entitled “Use of our common stockProceeds” on page S-11 of this prospectus supplement for further information. If you purchase our common stock in this offering, you will incur You may experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase. The shares price per share of our common stock sold in this offering from time to time will being offered may be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 18,028,846 shares of common stock are sold at an assumed public offering a price of $44.15 4.16 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13May 11, 2021, for aggregate gross proceeds of approximately $150,000,00075,000,000 in this offering, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will suffer immediate and substantial dilution of $38.39 1.31 per share, representing the difference between our the as adjusted net tangible book value per share of our common stock as of September 30March 31, 2020, and 2021 after giving effect to this offering at the assumed public offering price per shareprice. Further, Please see the future exercise section entitled “Dilution” on page S-12 of any outstanding options to purchase this prospectus supplement for a more detailed illustration of the dilution you would incur if you participate in this offering. Issuances of shares of common stock or the issuance of securities convertible into or exercisable for shares of common stock upon following this offering, as well as the vesting exercise of options, will dilute your ownership interests and settlement may adversely affect the future market price of any outstanding restricted stock units or conversion our common stock. As a development stage company we will need additional capital to fund the development and commercialization of Series A preferred stock will cause you to experience our product candidates. We may seek additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as capital through a result combination of future private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to be diluted. To raise additional capitalIn addition, we may in the future offer additional as of March 31, 2021, there were options to purchase approximately 5,225,538 shares of our common stock outstanding at a weighted average exercise price of $8.81. If these securities are exercised, you may incur further dilution. Moreover, to the extent that we issue additional options to purchase, or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offeringfor, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stockstock in the future and those options or other securities are exercised, converted or securities convertible or exchangeable into exchanged, stockholders may experience further dilution. A substantial number of shares may be sold in the market following this offering, which may depress the market price for our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock to decline. A substantial majority of the outstanding shares of our common stock are, in future transactions may be higher or lower than and all of the price per share paid by investors shares sold in this offeringoffering upon issuance will be, freely tradable without restriction or further registration under the Securities Act, unless these shares are owned or purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act. In addition, we have also registered the shares of common stock that we may issue under our equity incentive plans. As a result, these shares can be freely sold in the public market upon issuance, subject to restrictions under securities laws. It is not possible to predict the actual number of shares we will sell under the sales agreementSales Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable lawlaws, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock the Sales Agents at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink the Sales Agents after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the term of the sales periodagreement, the limits we set with SVB Leerink the Sales Agents in any instruction to sell sharesapplicable placement notice, and the demand for our common stock during the term of the sales periodagreement. Because the price per share of each share sold will fluctuate during this offeringthe term of the sales agreement, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The the sales of shares of common stock offered hereby will under this prospectus. The market price and trading volume of our stock may be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different pricesvolatile. Investors who purchase shares in this offering at different times will likely pay different pricesThe trading price of our common stock has been, and so may experience different levels of dilution continue to be, volatile and different outcomes in their investment results. We will have discretion, could be subject to market demandwide fluctuations in response to various factors, to vary some of which are beyond our control. To date during 2021, the timing, prices, trading price of our common stock has ranged from $3.23 and numbers of shares sold in this offering$9.00 per share. In addition, the trading volume of our common stock may fluctuate and cause significant price variations to occur. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this prospectus supplement or the documents incorporated by reference herein, these factors include: · results of clinical trials of Zygel or product candidates of our competitors; · the success of competitive products; · regulatory actions with respect to our product candidates or our competitors’ products and product candidates; · actual or anticipated changes in our growth rate relative to our competitors; · announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments; · regulatory or legal developments in the United States and other countries; · developments or disputes concerning patent applications, issued patents or other proprietary rights; · the recruitment or departure of key personnel; · the level of expenses related to our preclinical and clinical development programs; · the results of our efforts to in-license or acquire additional product candidates or products; · actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts; · variations in our financial results or those of companies that are perceived to be similar to us; · fluctuations in the valuation of companies perceived by investors to be comparable to us; · share price and volume fluctuations attributable to inconsistent trading volume levels of our common stock; · announcements or expectations of additional financing efforts; · sales of our common stock by us, our insiders or our other stockholders; · changes in the structure of healthcare payment systems; · market conditions in the pharmaceutical sector; and · general economic, industry and market conditions. These broad market and industry factors may decrease the market price of our common stock, regardless of our actual operating performance. The stock market in general has, from time to time, experienced extreme price and volume fluctuations. In addition, in the past, following periods of volatility in the overall market and decreases in the market price of a company’s securities, securities class action litigation has often been instituted against these companies. We are subject to securities litigation, as described further in Part II of our Annual Report on Form 10-K for the final determination year ended December 31, 2020 in “Notes to Consolidated Financial Statements, Note 12. Commitments and Contingencies” and incorporated by reference in Part I, Item 3—Legal Proceedings. This litigation, and any other securities class actions that may be brought against us, could result in substantial costs and a diversion of our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidmanagement’s attention and resources.
Appears in 1 contract
Samples: ir.zynerba.com
RISK FACTORS. Investing in our securities involves a high degree of risk. You should consider carefully review the risks and uncertainties described below and discussed under the section titled entitled “Risk Factors” contained in our most recent Annual Report on Form 1020-K and Quarterly Reports on Form 10-Q F, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is reports and documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus, before deciding whether to purchase any of our ADSs in this prospectus offering. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in their entirety, together with other information in this prospectusour ADSs, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If occurrence of any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could these risks might cause the trading price of our common stock you to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently presently known to us or that we currently deem believe are immaterial may also affect significantly impair our business operations. Please also read carefully the section below titled entitled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to the This Offering Our management team may invest or spend might apply the net proceeds of from this offering in ways with which you may do not agree or and in ways which that may impair the value of your investment. Because we have not yield a significant return. Our designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion over as to the use application of proceeds from this offering. The the net proceeds from this offering will be used and could use them for purposes other than those contemplated at the time of the offering. We intend to use the net proceeds from this offering, if any, for working capital and general corporate purposes, which may include, among other things, the advancement of the including research and development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soand capital expenditures. Our management will have considerable discretion might apply these proceeds in the application of the net proceedsways with which you do not agree, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes or in ways that do not increase improve our operating results financial condition or enhance market value, which could compromise our ability to pursue our growth strategy and adversely affect the value market price of our common stockADSs. If you purchase our common stock in this offering, you will incur You may experience immediate and substantial dilution in the net tangible book value of your common stockper ADS that you purchase in the offering. The shares of common stock sold offering price per ADS in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in ADS outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares 7,142,857 of common stock our ADSs are sold at an assumed public offering a price of $44.15 14.00 per shareADS, the last reported sale price of our common stock ADSs on the Nasdaq Global Select Market Market, or Nasdaq, on January 13September 17, 20212020, for aggregate gross proceeds of $150,000,000100,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur experience immediate dilution of $38.39 8.01 per shareADS, representing the difference between our as adjusted net tangible book value per share ADS as of September June 30, 2020, after giving effect to this offering, and the assumed public offering price per shareprice. Further, the future The exercise of any outstanding share options to purchase shares would result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "entitled “Dilution" ” below for a more informationdetailed illustration of the dilution you would incur if you purchase ADSs in this offering. Because the sales of ADSs offered hereby will be made directly into the market or in negotiated transactions, the prices at which we sell these ADS will vary and these variations may be significant. Purchasers of the ADS we sell, as well as our existing shareholders and holders of our ADSs, will experience significant dilution if we sell ADSs at prices significantly below the price at which they invested. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock ADSs or other securities convertible into or exchangeable for our common stock ADSs at prices that may not be the same as the price per share ADS in this offering. We may sell shares ADSs or other securities in any other offering at a price per share ADS that is less than the price per share ADS paid by investors in this offering, and investors purchasing shares ADSs or other securities in the future could have rights superior to existing stockholdersshareholders or ADS holders. The price per share ADS at which we sell additional shares of our common stockADSs, or securities convertible or exchangeable into common stockADSs, in future transactions may be higher or lower than the price per share ADS paid by investors in this offering. It is We do not possible intend to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations pay dividends in the sales agreement foreseeable future. We have never paid cash dividends on our ordinary shares and compliance with applicable law, we have currently do not plan to pay any cash dividends in the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreementforeseeable future. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock ADSs offered hereby will be sold in “at the market at-the-market” offerings,” , and investors who buy shares ADSs at different times will likely pay different prices. Investors who purchase shares participate in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionADSs sold, subject to the final determination by our board of directors, and there is no minimum or maximum sales price for shares to be sold in this offeringsale price. Investors may experience a decline in the value of the shares they purchase in this offering their investment as a result of sales made at prices lower than the prices they paid. The actual number of ADSs we will issue under the sales agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver placement notices to Jefferies at any time throughout the term of the sales agreement. The number of ADSs that are sold by Jefferies after delivering a placement notice will fluctuate based on, among other things, the market price of our ordinary shares during the sales period and limits we set with Jefferies. Because the price of each ADS will fluctuate based on, among other things, the market price of our ordinary shares during the sales period, it is not possible at this stage to predict the number of ADSs that will be ultimately issued.
Appears in 1 contract
Samples: autolus.gcs-web.com
RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled captioned “Risk Factors” contained in our most recent Annual Report annual report on Form 10-K and Quarterly Reports quarterly report on Form 10-Q Q, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, operating results, prospects or financial condition, results of operations or cash flow condition could be harmedmaterially and adversely affected. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks described below and incorporated by reference in this prospectus are not the only ones that we face. Additional risks not currently presently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the this Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The We intend to use the net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of increasing our product candidateworking capital and funding research and development, IMVT-1401. We may also use a portion of the net proceeds to in-licensecommercial activities, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soand capital expenditures. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur You may experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase in this offering. The shares price per share of our common stock sold in this offering from time to time will being offered may be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 20,408,163 shares of common stock are sold at an assumed public offering a price of $44.15 7.35 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13November 16, 20212022, for aggregate gross proceeds of $150,000,000145,800,000 in this offering, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will suffer immediate and substantial dilution of $38.39 6.92 per share, representing the difference between our as the as-adjusted net tangible book value per share of our common stock as of September 30, 2020, 2022 after giving effect to this offering and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionprice. See the section titled "entitled “Dilution" ” below for a more informationdetailed discussion of the dilution you will incur if you purchase common stock in this offering. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offeringstock. We may cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is less equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible into or exchangeable into for our common stock, stock in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the The actual number of shares of common stock we will sell issue under the sales agreement, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock sales agent at any time throughout the term of the sales agreement. The number per share price of the shares of common stock that are sold through SVB Leerink by the sales agent after our instruction delivering a placement notice will fluctuate based on a number the market price of factors, including our common stock during the sales period and limits we set with our sales agent. Because the price per share of each share of common stock sold will fluctuate based on the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible at this stage to predict the number of shares of common stock that will ultimately be sold or the gross proceeds to be raised in connection with those salesissued. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy purchase shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so therefore may experience different levels of dilution and different outcomes in their investment results. We Although we will act in good faith in the best interests of the Company, we will have discretion, subject to market demand, to vary the timing, prices, prices and numbers number of shares sold in this offeringsold. In addition, subject to the final determination by our board of directorsany restrictions we may place in any applicable placement notice delivered to Cowen, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: Prospectus
RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained Investing in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision common stock involves risk. Before deciding whether to invest in our common stock, you should consider carefully the risks and uncertainties described below. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in our most recent annual report on Form 10-K, as revised or supplemented by our most recent quarterly report on Form 10-Q, each of which are on file with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. If any of the following events these risks actually occuroccurs, our business, business prospects, financial condition, condition or results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled entitled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to the This Offering and Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management Common Stock We will have broad discretion over in the use of proceeds from this offering. The the net proceeds from this offering will be used and may not use them effectively. We currently intend to use the net proceeds of this offering for working capital and general corporate purposes, which may include, among other things, as further described in the advancement section of the development this prospectus supplement entitled “Use of our product candidate, IMVT-1401. Proceeds.” We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable broad discretion in the application of the net proceedsproceeds and investors will be relying on the judgment of our management regarding the application of the proceeds of this offering. The failure by our management to apply these funds effectively could harm our business, financial condition and you will results of operations. Pending their use, we may invest the net proceeds from this offering in short-term, interest- bearing instruments. These investments may not have the opportunityyield a favorable return, as part of your investment decisionor any return, to assess whether the proceeds are being used appropriatelyus or our stockholders. The net proceeds You may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution in the net tangible book value of your common stockdilution. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 1,817,447 shares of our common stock are sold during the term of the Equity Distribution Agreement with Xxxxx Xxxxxxx at an assumed public offering a price of $44.15 12.38 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13August 27, 20212019, for aggregate gross proceeds of approximately $150,000,00022.5 million, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will experience immediate dilution of $38.39 8.77 per share, representing the difference between the assumed offering price and our as adjusted net tangible book value per share as of September June 30, 2020, and the assumed public offering price per share2019 after giving effect to this offering. Further, the future The exercise of any outstanding stock options to purchase shares and vesting of common other stock or the issuance awards may result in further dilution of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "entitled “Dilution" ” appearing elsewhere in this prospectus supplement for a more informationdetailed illustration of the dilution you would incur if you participate in this offering. The actual number of shares we will issue under the Equity Distribution Agreement with Xxxxx Xxxxxxx, at any one time or in total, is uncertain. Subject to certain limitations in the Equity Distribution Agreement with Xxxxx Xxxxxxx and compliance with applicable law, we have the discretion to deliver placement notices to Xxxxx Xxxxxxx at any time throughout the term of the Equity Distribution Agreement. The number of shares that are sold by Xxxxx Xxxxxxx after delivering a placement notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Xxxxx Xxxxxxx. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is We do not possible intend to predict pay dividends on our common stock, so any returns will be limited to the actual number value of shares our common stock. We currently anticipate that we will sell under retain any future earnings to finance the sales agreementcontinued development, operation and expansion of our business. As a result, we do not anticipate declaring or the gross proceeds resulting from those sales. Subject to certain limitations paying any cash dividends or other distributions in the sales agreement and compliance with applicable lawforeseeable future. Further, if we were to enter into a credit facility or issue debt securities or preferred stock in the future, we have the discretion may become contractually restricted from paying dividends. If we do not pay dividends, our common stock may be less valuable because stockholders must rely on sales of their common stock after price appreciation, which may never occur, to deliver instruction to SVB Leerink to sell shares realize any gains on their investment. The sale of our common stock at in this offering and any time throughout future sales of our common stock may depress our stock price and our ability to raise funds in new stock offerings. Sales of our common stock in this offering and the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including public market following this offering could lower the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction stock. Sales may also make it more difficult for us to sell sharesequity securities or equity-related securities in the future at a time and price that our management deems acceptable, or at all. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus may contain 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 demand Securities Exchange Act of 1934, as amended, or the Exchange Act, about Fulgent. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “possible,” “should” and similar words or expressions are intended to identify forward looking statements although not all forward-looking statements contain these identifying words. These forward- looking statements include statements about, among other things: • developments, projections and trends relating to us, our competitors and our industry; • our strategic plans for our common stock during business; • our operating performance, including our ability to achieve equal or higher levels of revenue, stabilize the sales period. Because historical fluctuations in our performance and achieve or grow profitability; • the price per share rate and degree of each share sold will fluctuate during this offeringmarket acceptance and adoption of our tests and genetic testing generally and other anticipated trends in our industry; • our ability to remain competitive, it is not currently possible particularly if the genetic testing market continues to predict expand and competition becomes more acute; • our ability to continue to expand the number of shares that will be sold genes covered by our tests and introduce other improvements to our tests; • our continued ability to offer affordable pricing for our tests, in spite of recent price degradation in our industry, and our ability to maintain the low internal costs of our business model and record acceptable margins on our sales; • our ability to strengthen our existing base of hospital and medical institution customers by maintaining or increasing demand from these customers; • our ability to grow and diversify our customer base, including our plans to target new institutional and individual customer groups; • our reliance on a limited number of suppliers and ability to adapt to possible disruptions in their operations; • our use of our sole laboratory facility and ability to adapt in the event it is damaged or rendered inoperable; • the level of success of our efforts to increase our global presence, including strengthening relationships with existing and new international customers and establishing other types of arrangements, including our joint venture in the People’s Republic of China, or PRC, or other international joint venture or distributor relationships we may pursue; • the impact on our business of our recent investments in building and restructuring our sales and marketing strategies and teams, and our plans for future sales and marketing efforts; • advancements in technology by us and our competitors; • our use of technology and ability to prevent security breaches, loss of data and other disruptions; • our ability to effectively manage any growth we may experience, including expanding our infrastructure, developing increased efficiencies in our operations and hiring additional skilled personnel in order to support any such growth; • developments with respect to U.S. and foreign regulations applicable to our business, and our ability to comply with these regulations; • our ability to prevent errors in interpreting the results of our tests so as to avoid product liability and professional liability claims; • our ability to obtain and maintain coverage and adequate reimbursement for our tests and to manage the complexity of billing and collecting such reimbursement; • the state of the U.S. and foreign healthcare markets, including the role of governments in the healthcare industry generally and pressures or incentives to reduce healthcare costs while expanding individual benefits, as well as the impact of general uncertainty in the U.S. healthcare regulatory environment following the results of the 2016 U.S. presidential election; • our ability to attract, retain and motivate key scientific and management personnel; • our expectations regarding our ability to obtain and maintain protection of our trade secrets and other intellectual property rights and not infringe the rights of others; • our expectations regarding our future expense levels and our ability to appropriately forecast and plan our expenses; • our expectations regarding our future capital requirements and our ability to obtain additional capital if and when needed; and • the impact of the above factors and other future events on the market price of our common stock. These forward-looking statements are subject to a number of risks and uncertainties, including, among others under the heading “Risk Factors” contained in this prospectus, any related free writing prospectus, and in our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC. Moreover, we operate in a competitive and rapidly evolving industry and new risks emerge from time to time. It is not possible for us to predict all of the risks we may face, nor can we assess the impact of all factors on our business or the gross proceeds extent to which any factor or combination of factors could cause actual results to differ from our expectations. In light of these risks and uncertainties, the forward- looking events and circumstances described in this report may not occur, and actual results could differ materially and adversely from those described in or implied by any forward-looking statements we make. Although we have based our forward-looking statements on assumptions and expectations we believe are reasonable, we cannot guarantee future results, levels of activity, performance or achievements or other future events. As a result, forward-looking statements should not be raised in connection relied on or viewed as predictions of future events, and this report should be read with those salesthe understanding that our actual future results, levels of activity, performance and achievements or other future events may be materially different than what we currently expect. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares forward-looking statements in this offering at different times will likely pay different pricesprospectus supplement and accompanying prospectus speak only as of the date of those documents, and so may experience different levels except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of dilution and different outcomes this report to conform these statements to actual results or to changes in their investment resultsour expectations. We will have discretion, subject to market demand, to vary the timing, prices, and numbers qualify all of shares sold in our forward-looking statements by this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidcautionary note.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You Investing in our securities involves risks. Before making an investment decision, you should carefully consider carefully the risks described below and discussed under below, on page 4 of the section titled “Risk Factors” contained accompanying prospectus, together with all of the other information appearing in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein, including our most recent Annual Report on Form 1020-F and in any updates in each report on Form 6-K that indicates that it is being incorporated by reference, including in light of your particular investment objectives and Quarterly Reports on Form 10-Q as updated financial circumstances. In addition to those risk factors, there may be additional risks and uncertainties of which management is not aware or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amendedfocused on, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stockmanagement deems immaterial. If any of the following events actually occur, our Our business, financial condition, financial condition or results of operations or cash flow could be harmedmaterially adversely affected by any of these risks. This could cause the The trading price of our common stock securities could decline due to decline any of these risks, and you may lose all or part of your investment. The risks below Risks Related to Our Ordinary Shares and incorporated by reference this Offering You will experience immediate dilution in the book value per share of the ordinary shares you purchase. Since the price per share of our ordinary shares is expected to be substantially higher than the book value per share of the ordinary shares, you may suffer substantial dilution in the net tangible book value of the ordinary shares you purchase in this offering. Furthermore, if outstanding options are exercised, you could experience further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section in this prospectus are not supplement entitled Dilution. We have broad discretion to determine how to use the only ones we face. Additional risks not currently known to us or that we currently deem immaterial funds raised in this offering, and may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering use them in ways with which you that may not agree enhance our operating results or in ways which may not yield a significant returnthe price of our ordinary shares. Our management will have broad discretion over the use of proceeds from this offering. The net offering, and we could spend the proceeds from this offering will be used for working capital and general corporate purposesoffering in ways our shareholders may not agree with or that do not yield a favorable return in the near term, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401if at all. We may also intend to use a portion of the net proceeds of this offering to insupport clinical development, pre-licenseclinical research and general working capital purposes. However, acquire or invest in complementary businesses or products; however, we have no our use of these proceeds may differ substantially from our current commitments or obligations plans. You will be relying on the judgment of our management with regard to do so. Our management will have considerable discretion in the application use of the these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, ways with which you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offeringagree. It is possible that the net proceeds will be invested in a way that does not possible to predict the actual number of shares we will sell under the sales agreementyield a favorable, or the gross proceeds resulting from those salesany, return for us. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares The failure of our common stock at any time throughout management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow. See Use of Proceeds. We face risks related to health epidemics and outbreaks, which could significantly disrupt our operations. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. While the term effects of the sales agreement. The number spread of shares that this coronavirus are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales periodexpected to be temporary, the limits we set with SVB Leerink duration of the business disruption and related financial impact cannot be reasonably estimated at this time and our business could be adversely impacted by the effects. Enrollment of patients in any instruction our clinical trials may be delayed due to sell sharesthe outbreak of the coronavirus, and as hospitals in China shift resources to patients affected by the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offeringdisease. In addition, subject we rely on third-party clinical research organizations (CROs) to monitor and manage data for our ongoing preclinical and clinical programs, and the outbreak may affect their ability to devote sufficient time and resources to our programs. Our ability to obtain clinical supplies of our product candidates could also be disrupted if the operations of these suppliers are affected by the coronavirus. As a result, the expected timeline for data readouts of our clinical trials and certain regulatory filings may be negatively impacted. We have operations in Dalian, China, and some of our employees are located in Beijing and Shanghai. Consequently, we are susceptible to factors adversely affecting one or more of these locations. In addition, our results of operations could be adversely affected to the final determination by extent that this coronavirus or any othxx xxidemic harms the Chinese economy in general. The extent to which the coronavirus impacts our board of directorsresults will depend on future developments, there is no minimum or maximum sales price for shares to which are highly uncertain and cannot be sold in this offering. Investors predicted, including new information which may experience a decline in emerge concerning the value severity of the shares they purchase in this offering as a result of sales made at prices lower than coronavirus and the prices they paidactions to contain the coronavirus or treat its impact, among others.
Appears in 1 contract
Samples: beyondspringpharma.com
RISK FACTORS. You An investment in shares of our common stock involves substantial risks. In addition to other information in this prospectus supplement, you should carefully consider carefully the following risks and the risks described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, caption “Item 1A. Risk Factors,” as amended, or the Exchange Act, each of which is incorporated by reference well as other information and data set forth in this prospectus in their entiretysupplement, together with other information in this prospectus, the accompanying prospectus and the information and documents incorporated by reference in this prospectusherein and therein, before making an investment decision with respect to our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, and any free writing prospectus that we have authorized for use in connection with this offering before our results of operations, which could cause you make to lose all or a decision to invest part of your investment in our common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference Some statements in this prospectus are not supplement, including statements in the only ones we facefollowing risk factors, constitute forward-looking statements. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled See “Special Cautionary Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of the net proceeds from this offering. The net , you may not agree with how we use the proceeds, and the proceeds from this offering will may not be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soinvested successfully. Our management will have considerable broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us. The net proceeds may be used number of shares of our common stock available for corporate purposes that do not increase our operating results future issuance or enhance sale could adversely affect the value per-share trading price of our common stock. If you purchase our common stock in this offeringAs of May 17, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however2022, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase 37,408,748 shares of our common stock in this offeringwere outstanding. Additionally, you may pay a price per share that substantially exceeds the book value as of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 May 17, 2022, (i) 4,094,019 shares of common stock are sold was issuable upon exercise of outstanding stock options granted under the Augmedix, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) were outstanding, at an assumed public offering a weighted average exercise price of $44.15 1.22 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase (ii) 243,028 shares of common stock or was issuable upon exercise of stock appreciation rights granted under the issuance 2020 Plan were outstanding, at a weighted average exercise price of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital$1.55 per share, we may in the future offer additional (iii) 2,800,326 shares of our common stock or other securities convertible into or exchangeable for our issuable upon the exercise of outstanding warrants were outstanding, at a weighted-average exercise price of $2.90 per share, and 706,607 shares of common stock at prices that may not be the same as the price per share in this offeringunder our 2020 Plan remained available for future issuance. We may sell shares cannot predict whether future issuances or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional sales of shares of our common stock, including shares issued pursuant to the sales agreement, or securities convertible or exchangeable into the availability of shares for resale in the open market will decrease the per-share trading price of our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell aggregate proceeds resulting from sales made under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement agreement, and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock Jefferies at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink Jefferies after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the any limits we may set with SVB Leerink Jefferies in any instruction to sell shares, applicable placement notice and the demand for our common stock during stock. As such, it is not possible to predict the number of shares to be sold pursuant to the sales periodagreement. Because the price per share of each share sold pursuant to the sales agreement will fluctuate during this offeringover time, it is not currently possible to predict the number of shares that will be sold or the gross aggregate proceeds to be raised in connection with those salessales under the sales agreement, although the aggregate proceeds will not exceed $25,000,000, subject to any change disclosed in a prospectus supplement after the date hereof. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demanddemand and the terms of the sales agreement, to vary the timing, prices, prices and numbers number of shares sold in this offering. In addition, subject to the final determination by our board of directorsdirectors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. Future offerings of debt or equity securities, which could rank senior to our common stock, may materially adversely affect the market price of our common stock. If we decide to issue debt or equity securities in the future, which could rank senior to our common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Future issuances and sales of debt or equity securities, or the perception that such issuances and sales could occur, may cause prevailing market prices for our common stock to decline and may adversely affect our ability to raise additional capital in the financial markets at times and prices favorable to us. We and, indirectly, our stockholders will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Therefore, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us. You may experience significant dilution as a result of this offering, which may adversely affect theper-share trading price of our common stock. This offering may have a dilutive effect on our earnings per share after giving effect to the issuance of our common stock in this offering and the receipt of the expected net proceeds. The actual amount of dilution from this offering, or from any future offering of our common stock or preferred stock, will be based on numerous factors, particularly the use of proceeds and the return generated on such proceeds, and cannot be determined at this time. Our existing secured credit facility contains restrictive covenants that limit our operating flexibility. The loan and security agreement (the “Loan Agreement”) governing our secured revolving credit facility and term loan requires that we comply with a number of restrictive financial covenants, including minimum cash and cash equivalents, minimum revenues, and minimum adjusted quick ratio (as defined in the Loan Agreement). The Loan Agreement also contains customary covenants that limit, among other things, the ability of the borrower and its subsidiaries to (i) incur indebtedness, (ii) incur liens on their property, (iii) pay dividends or make other distributions, (iv) sell their assets, (v) make certain loans or investments, (vi) merge or consolidate, (vii) voluntarily repay or prepay certain indebtedness and (viii) enter into transactions with affiliates, in each case subject to certain exceptions. These covenants may restrict our ability to expand or fully pursue our business strategies. The breach of any of these covenants could result in a default under our indebtedness, which could cause those and other obligations to become due and payable. If any of our indebtedness is accelerated, we may not be able to repay it. We may never pay dividends on our common stock so any returns would be limited to the appreciation of our stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate we will declare or pay any cash dividends for the foreseeable future. Further, any future debt agreements may also prohibit us from paying, or place restrictions on our ability to pay, dividends. Any return to stockholders will therefore be limited to the appreciation of their stock. Resales of our common stock in the public market during this offering by our stockholders may cause the market price of our common stock to fall. We may issue common stock from time to time in connection with this offering. This issuance from time to time of these new shares of our common stock, or our ability to issue these shares of common stock in this offering, could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock. Our ability to raise capital is limited by the Securities Act and SEC rules and regulations. Under current SEC rules and regulations, because the current aggregate market value of our common stock held by non-affiliates, or public float, is less than $75.0 million, the amount we can raise through primary offerings of our securities in any 12-month period using a registration statement on Form S-3 will be limited to one-third of our public float until such time that our public float equals or exceeds $75.0 million. As of May 17, 2022, our public float was approximately $32.4 million, which means we are limited to raising a total of approximately $10.8 million using our registration statement on Form S-3. The amounts raised in this offering will reduce our capacity to raise capital using our registration statement on Form S-3 under these SEC rules. Alternative means of raising capital through sales of our securities, including through the use of a registration statement on Form S-1 or in private placements of equity or debt securities, may be more costly and time- consuming and more difficult to market to potential investors, which may have a material adverse effect on our ability to raise capital, our liquidity position and strategy.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You Investing in our ordinary shares involves a high degree of risk. Before you decide to participate in the offering, you should carefully consider carefully the risks described and uncertainties discussed below and discussed under the section titled caption “Item 3. Key Information— D. Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 19342019 annual report, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus supplement, as well as the risks, uncertainties and additional information described in their entirety, together with any applicable free writing prospectus and in the other information in this prospectus, and the information and documents incorporated by reference in this prospectusprospectus supplement. For a description of those reports and documents, and any free writing prospectus information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we have authorized for use in connection with this offering before you make a decision presently consider to invest in be immaterial could subsequently materially and adversely affect our common stock. If any of the following events actually occur, our business, financial condition, results of operations, business and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock ordinary shares to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled above entitled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to the this Offering Our management team will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. Our management will have broad discretion over We intend to use the use of net proceeds from this offering. The net proceeds from this offering will be used , if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion significant flexibility in applying the application net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and you will not have adversely affect the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value market price of our common stockordinary shares. If you purchase our common stock in this offering, you will incur You may experience immediate and substantial dilution in the net tangible book value of your common stockordinary share that you purchase in the offering. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted pro forma net tangible book value per share of common stock. Therefore, if you purchase our ordinary shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 5,363,984 shares of common stock are sold at an assumed public offering a price of $44.15 5.22 per share, the last reported sale price of our common stock ordinary shares on the Nasdaq Global Select Market on January 1312, 2021, for aggregate gross proceeds of up to approximately $150,000,00028 million, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will experience immediate dilution of $38.39 3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020, 2020 after giving effect to this offering and the assumed public offering price per shareprice. Further, the future The exercise of any outstanding stock options to purchase shares will result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See “Dilution” for a more detailed illustration of the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We may sell shares cannot predict the effect, if any, that future issuances or other sales of our securities, this offering or the availability of our securities in any other offering at a for future issuance or sale, will have on the market price per share that is less than of our ordinary shares. Subject to the price per share paid by investors in completion of this offering, and investors purchasing we will have issued a substantial number of ordinary shares. Any sales of such shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stockpublic market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities convertible by us less attractive or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offeringeven not feasible. It is not possible to predict the actual number of shares we will sell aggregate proceeds resulting from sales made under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink Cantor after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock ordinary shares during the sales period, the any limits we may set with SVB Leerink Cantor in any instruction to sell shares, applicable placement notice and the demand for our common stock during the sales periodordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate during this offeringover time, it is not currently possible to predict the number of shares that will be sold or the gross aggregate proceeds to be raised in connection with those salessales under the sales agreement. The common stock ordinary shares offered hereby will may be sold in “at the market at-the-market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers number of shares sold in this offering. In addition, subject to the final determination by our board of directorsdirectors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual
Appears in 1 contract
Samples: www.magna.isa.gov.il
RISK FACTORS. You Investing in our securities involves a high degree of risk. Before deciding to purchase our common stock, you should consider carefully the risks and uncertainties described below together with the other information included in this prospectus supplement, the accompanying prospectus and discussed under any free writing prospectus that we authorize for use in connection with this offering. In particular, you should consider the section titled risk factors described in the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K and K, as may be amended or supplemented by our subsequent Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is Current Reports on Form 8-K that are incorporated by reference in this prospectus in their entiretyherein. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not currently known to us, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus or that we have authorized for use in connection with this offering before you make a decision to invest in currently view as immaterial, may also impair our common stockbusiness. If any of the following events risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results of operations or and cash flow could be harmedmaterially and adversely affected. This could cause In that case, the trading price of our common stock to could decline and you may might lose all or part of your investment. The risks Certain statements below and incorporated by reference in this prospectus are not forward-looking statements. See the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully information included under the section below titled heading “Special Note Regarding Forward-Forward- Looking Statements.” Risks Relating to this Offering A substantial number of common stock may be sold in the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from market during this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, depress the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used market price for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase Sales of a substantial number of our common stock in the public market during this offering, including after any purchase you will incur immediate and substantial dilution in make pursuant to this offering, could cause the net tangible book value market price of your our common stockstock to decline. The shares There can be no assurance that any of the $9,032,567 worth of common stock sold in being offered under this offering from time to time prospectus supplement will be sold or the price at various prices; howeverwhich any such shares might be sold. However, we expect assuming that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share an aggregate of common stock. Therefore, if you purchase 2,913,731 shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold during the term of the sales agreement with the Agent at an assumed public offering price of $44.15 per share3.10, the last reported sale price of our common stock on the Nasdaq Global Select Capital Market on January 13May 2, 20212023, for aggregate gross proceeds upon completion of $150,000,000, this offering and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution based on 13,200,535 shares of $38.39 per share, representing the difference between our as adjusted net tangible book value per share common stock outstanding as of September 30March 31, 20202023, and the assumed public offering price per share. Further, the future exercise we will have outstanding an aggregate of any outstanding options to purchase 16,114,266 shares of common stock or the issuance stock, assuming no exercise of shares of common stock upon the vesting outstanding options and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more informationwarrants. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share paid by investors in this offering. We may sell shares common stock or other securities convertible into or exchangeable for our common stock in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares common stock or other securities convertible into or exchangeable for our common stock in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible or exchangeable into our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is We have broad discretion in how we use the net proceeds of this offering, and we may not possible use these proceeds effectively or in ways with which you agree. We intend to predict use the net proceeds of this offering, if any, for working capital and other general corporate purposes, primarily to support the ongoing clinical development of key assets within our pipeline, general and administrative expenses and debt payments. Our management will have broad discretion as to the application of the net proceeds of this offering and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase the market price of our common stock. Investors in this offering will experience immediate dilution in the book value per share of the common stock purchased in the offering. The common stock sold in this offering, if any, will be sold from time to time at various prices. However, the expected offering price of our common stock will be substantially higher than the net tangible book deficit per share of our outstanding common stock. After giving effect to the sale of our common stock in the aggregate amount of $9,032,567 at an assumed offering price of $3.10, the last reported sale price of our common stock on the Nasdaq Capital Market on May 2, 2023, and after deducting commissions and estimated offering expenses payable by us, our as adjusted net tangible book deficit as of March 31, 2023 would have been approximately $(12.1) million, or $(0.75) per share of common stock. This represents an immediate increase in net tangible book value of $0.82 per share to existing stockholders and an immediate dilution in net tangible book deficit of $3.85 per share to new investors in this offering. See “Dilution” on page S-9 of this prospectus supplement. The actual number of shares we will sell issue under the sales agreementagreement with the Agent, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement with the Agent and compliance with applicable law, we have the discretion to deliver instruction placement notices to SVB Leerink to sell shares of our common stock the Agent at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink by the Agent after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our the common stock during the sales period, the period and limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those salesAgent. The common stock offered hereby will be sold in “at the market at-the-market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. We do not expect to pay dividends in the foreseeable future. As a result, you must rely on stock appreciation for any return on your investment. We do not anticipate paying cash dividends on our common stock in the foreseeable future. Any payment of cash dividends will also depend on our financial condition, results of operations, capital requirements and other factors and will be at the discretion of our board of directors. Accordingly, you will have to rely on capital appreciation, if any, to earn a return on your investment in our common stock. Furthermore, we may in the future become subject to additional contractual restrictions on, or prohibitions against, the payment of dividends.
Appears in 1 contract
Samples: ir.avalotx.com
RISK FACTORS. An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors before making an investment decision. Prior to making a decision about investing in our securities, you should carefully consider the risks described specific risk factors discussed below and discussed under the section titled entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the fiscal year ended October 31, 2018, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus supplement in their its entirety, together with all of the other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations contained or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus supplement and the accompanying prospectus, the documents incorporated by reference herein and therein, and any related free writing prospectus. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not currently presently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully If any such risks actually occur, our business, financial condition, or results of operations could be materially and adversely affected. In such cases, the section below titled “Special Note Regarding Forward-Looking Statements.” trading price of our common stock could decline, and you may lose all or part of your investment. Risks Relating Related to this Offering Management will have broad discretion as to the Offering Our management team may invest or spend use of the proceeds of this offering offering, and we may use the proceeds in ways with in which you and other stockholders may disagree. Aside from the net proceeds of this offering that we intend to use to pay down our outstanding indebtedness under our project finance facilities with NRG and Generate Lending, we have not agree or in ways which may not yield a significant returnotherwise designated the amount of net proceeds we will receive from this offering for any particular purpose. Our Accordingly, our management will have broad discretion over as to the application of these net proceeds and could use them for purposes other than those contemplated at the time of proceeds from this offering. The net proceeds from this offering will be used for working capital Our stockholders may not agree with the manner in which our management chooses to allocate and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of spend the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock Investors in this offering, you will incur offering may suffer immediate and substantial dilution in the net tangible book value per share of your our common stock. The shares Because the price per share of common stock sold in this offering from time to time will may be sold at various prices; however, we expect that higher than the net tangible book value per share offering prices of common stock, investors in this offering will be substantially higher than may suffer immediate and substantial dilution in the as adjusted net tangible book value per share of common stock. ThereforeThe shares in this offering will be sold at market prices which may fluctuate substantially. The actual number of shares we will issue under the Sales Agreement with the Sales Agent, if you purchase at any one time or in total, is uncertain. Subject to certain limitations set forth in the Sales Agreement with the Sales Agent and compliance with applicable law, we have the discretion to deliver placement notices to the Sales Agent at any time throughout the term of the Sales Agreement. The number of shares that are sold by the Sales Agent after we deliver a placement notice will fluctuate based on the limits we set with the Sales Agent, provided that no more than an aggregate of 38,000,000 shares of our common stock in may be issued and sold under the Sales Agreement (assuming that the aggregate value of such shares does not exceed $169.3 million, which is the maximum amount remaining under the registration statement relating to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information). You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is Risks Related to Our Business We have incurred losses and anticipate continued losses and negative cash flow. We have transitioned from a research and development company to a commercial products manufacturer, services provider and developer. We have not possible been profitable since our year ended October 31, 1997. We expect to predict the actual number of shares continue to incur net losses and generate negative cash flows until we will sell under the sales agreementcan produce sufficient revenues and margins to cover our costs. We may never become profitable. Even if we do achieve profitability, we may be unable to sustain or the gross proceeds resulting from those sales. Subject to certain limitations increase our profitability in the sales agreement future. For the reasons discussed in more detail below, there are uncertainties associated with our achieving and compliance with applicable lawsustaining profitability. We have, we have from time to time, sought financing in the discretion public markets in order to deliver instruction fund operations and will continue to SVB Leerink do so. Our future ability to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on obtain such financing could be impaired by a number variety of factors, including including, but not limited to, the market price of our common stock during the sales period, the limits and general market conditions. There is uncertainty surrounding our ability to attract new corporate financing and uncertainty as to whether we set with SVB Leerink in any instruction will have sufficient liquidity to sell sharesfund our business activities. Substantial doubt exists as to our ability to continue as a going concern. Our plans to address our liquidity position may not be successful, and we may be forced to limit our business activities or be unable to continue as a going concern, or may have to seek bankruptcy protection, which would have a material adverse effect on our results of operations and financial condition. Our consolidated financial statements have been prepared assuming we will continue as a going concern. Our ability to continue as a going concern is dependent on generating profitable operating results, having sufficient liquidity, and maintaining compliance with the demand covenants and other requirements under our debt facilities to avoid acceleration and default. We have a loan agreement with NRG that has a maturity date of October 31, 2019 and a loan agreement with Generate Lending that includes a payment plan requiring substantial monthly payments through December 31, 2019. Further, NRG has the right to call its loan if it believes that we are not progressing on our 2.8 MW fuel cell project in Tulare, California, which right, if exercised, would require immediate repayment. Generate Lending also has a call right under its loan agreement, as amended, which, if exercised, would require immediate repayment. Our project finance facility with Fifth Third for the Connecticut Municipal Electric Energy Cooperative (“CMEEC”) project located on the U.S. Navy submarine base in Groton, Connecticut requires that we deliver a binding loan agreement on or before October 21, 2019 for take-out financing. We plan to continue to pursue project financing for our common stock during the sales periodgeneration backlog. Because the price per share If we are unable to obtain such project financing, we may have events of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection default under our project finance agreements and our power purchase agreements with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offeringcustomers. In addition, subject we need to obtain additional working capital to fund our obligations and operations either through new corporate financing or other means. There can be no assurance that we will be able to obtain corporate financing or obtain project financing on acceptable terms or repay outstanding indebtedness and obtain additional liquidity. If we do not have sufficient liquidity to fund our business activities, we may not be able to sustain future operations. As a result, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection. Our cost reduction strategy may not succeed or may be significantly delayed, which may result in our inability to deliver improved margins. Our cost reduction strategy is based on the final determination assumption that increases in production will result in economies of scale. In addition, our cost reduction strategy relies on advancements in our manufacturing process, global competitive sourcing, engineering design, reducing the cost of capital and technology improvements (including stack life and projected power output). Failure to achieve our cost reduction targets could have a material adverse effect on our results of operations and financial condition. Our workforce reduction may cause undesirable consequences and our results of operations may be harmed. On April 12, 2019, we undertook a reorganization, which included a workforce reduction of 30%, or 135 employees. This workforce reduction may yield unintended consequences, such as attrition beyond our intended reduction in workforce and reduced employee morale, which may cause our employees who were not affected by the reduction in workforce to seek alternate employment. Additional attrition could impede our board of directorsability to meet our operational goals, there is no minimum or maximum sales price for shares to be sold in this offeringwhich could have a material adverse effect on our financial performance. Investors may experience a decline in the value of the shares they purchase in this offering In addition, as a result of sales the reductions in our workforce, we may face an increased risk of employment litigation. Furthermore, employees whose positions were eliminated or those who determine to seek alternate employment may seek employment with our competitors. Although all our employees are required to sign a confidentiality agreement with us at the time of hire, we cannot assure you that the confidential nature of our proprietary information will be maintained in the course of such future employment. We cannot assure you that we will not undertake additional reduction activities, that any of our efforts will be successful, or that we will be able to realize the cost savings and other anticipated benefits from our previous or any future reduction plans. In addition, if we continue to reduce our workforce, it may adversely impact our ability to respond rapidly to any new product, growth or revenue opportunities and to execute on our backlog and business plans. Additionally, our recent reduction in force may make it more difficult to recruit and retain new hires as our business grows. We have debt outstanding and may incur additional debt in the future, which may adversely affect our financial condition and future financial results. Our total consolidated indebtedness was $121.2 million as of July 31, 2019. This includes approximately $102.0 million of debt at our project finance subsidiaries and $19.2 million of debt at the corporate level. The majority of our debt is long-term with $43.4 million due within twelve months of July 31, 2019. Between July 31, 2019 and October 2, 2019, we have paid, in full, the outstanding principal and end of term fee totaling $8.3 million, which was outstanding as of July 31, 2019, to our prior corporate senior secured lender, Hercules Capital, Inc., and have been released from all obligations under this facility. In addition, since July 31, 2019, we have made at prices lower than principal payments under our project finance facilities to NRG totaling $2.0 million and to Generate Lending totaling $3.0 million. Prior to April 30, 2019, we had approximately $40.0 million of borrowing capacity under a revolving construction and term project financing facility with NRG, under which we drew down approximately $5.8 million in December 2018. This amount must be repaid by October 31, 2019, unless NRG determines, in its sole discretion, that we are not making sufficient progress toward the prices they paid.completion of the 2.8 MW fuel cell project in Tulare, California, in which case NRG may accelerate the maturity date on the date of such determination. Pursuant to the agreement entered into in conjunction with the December 2018 draw, no further draws on the NRG facility are permitted and the facility expired on March 31, 2019. On December 21, 2018, we entered into a $100.0 million construction loan agreement with Generate Lending and made an initial draw of $10.0 million, of which
Appears in 1 contract
Samples: d18rn0p25nwr6d.cloudfront.net
RISK FACTORS. You An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entiretybelow, together with other information in this prospectus supplement, the accompanying prospectus, and the information and documents incorporated by reference reference. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in this prospectusour most recent annual report on Form 10-K and the subsequent quarterly reports on Form 10-Q and other reports that we file with the Securities and Exchange Commission which are on file with the Securities and Exchange Commission and are incorporated herein by reference, and any free writing prospectus that which may be amended, supplemented or superseded from time to time by other reports we have authorized for use file with the Securities and Exchange Commission in connection with this offering before you make a decision to invest in our common stockthe future. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks and uncertainties described below and incorporated by reference in this prospectus are not the only ones we facefacing us. Additional risks and uncertainties not currently presently known to us us, or that we currently deem immaterial see as immaterial, may also affect harm our business operationsbusiness. Please also read carefully the section below titled entitled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to the this Offering and our Common Stock Our management team stock price is and may invest or spend the proceeds of this offering in ways with which continue to be volatile and you may not agree be able to resell our common stock at or in ways which may not yield a significant return. Our management will have broad discretion over above the use of proceeds from this offeringprice you paid. The net proceeds from this offering will be used market price for working capital our common stock is volatile and general corporate purposesmay fluctuate significantly in response to a number of factors, many of which may includewe cannot control, among other thingssuch as quarterly fluctuations in financial results, the advancement of timing and our ability to advance the development of our product candidatecandidates or changes in securities analysts’ recommendations could cause the price of our stock to fluctuate substantially. Each of these factors, IMVT-1401among others, could harm your investment in our common stock and could result in your being unable to resell the shares of our common stock that you purchase at a price equal to or above the price you paid. We may also use a portion In addition, the stock markets in general, and the markets for biotechnology stocks in particular, have experienced extreme volatility that has at times been unrelated to the operating performance of the net proceeds to in-licenseissuer. Between May 13, acquire 2021 and May 13, 2022, the closing sales price of our common stock reported on the Nasdaq Capital Market has ranged between $4.35 and $0.77 per share. These broad market fluctuations may adversely affect the trading price or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value liquidity of our common stock. In the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer. If you purchase any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention of our management would be diverted from the operation of our business. Resales of our common stock in the public market during this offering by our shareholders may cause the market price of our common stock to fall. We may issue shares of our common stock from time to time in connection with this offering. The issuance from time to time of these new shares of common stock, or our ability to issue new shares of common stock in this offering, you could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock. The common stock offered under this prospectus supplement and the accompanying prospectus may be sold in“at-the-market” offerings, and investors who buy shares at different times will incur likely pay different prices. Investors who purchase shares under this prospectus supplement and the accompanying prospectus at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience declines in the value of their shares as a result of share sales made at prices lower than the prices they paid. The actual number of shares we will issue under the sales agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a sales notice to Virtu at any time throughout the term of the sales agreement. The number of shares that are sold by Virtu after delivering a sales notice will fluctuate based on the market price of shares of our common stock during the sales period and limits we set with Virtu. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares that will ultimately be issued. You may experience immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of the common stock you purchase. The price per share of our common stock being offered may be higher than the current book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a your interest will be diluted to the extent of the difference between the price per share that substantially exceeds you pay and the net tangible book value of our tangible assets after subtracting our liabilitiesper common share. Assuming that the sale of an aggregate amount of 3,397,508 shares $10,000,000 of our common stock are sold in this offering at an assumed public offering price of $44.15 1.22 per share, which was the last reported sale price of our common stock on the The Nasdaq Global Select Capital Market on January May 13, 2021, for aggregate gross proceeds of $150,000,0002022, and after deducting based on our net tangible book value as of March 31, 2022, if you purchase common stock in this offering commissions you will suffer substantial and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 0.84 per share, representing share in the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per sharecommon stock. Further, the The future exercise of any outstanding options to purchase shares and warrants will result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "entitled “Dilution" ” below for a more informationdetailed discussion of the dilution you will incur if you purchase shares of our common stock in this offering. You may experience future significant dilution as a result of future equity offeringsfinancings and the exercise of outstanding options or warrants. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be stock, including offerings pursuant to the same as the price per share in this offeringaccompanying prospectus. We may cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is less equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible into or exchangeable into for our common stock, stock in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we We will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations have broad discretion in the sales agreement use of the net proceeds from this offering and compliance with applicable lawmay allocate the net proceeds from this offering in ways that you and other stockholders may not approve. Our management will have broad discretion in the use of the net proceeds, we including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the discretion opportunity as part of your investment decision to deliver instruction to SVB Leerink to sell shares assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after management to use these funds effectively could have a material adverse effect on our instruction will fluctuate based on a number of factors, including business and cause the market price of our common stock during to decline. Pending their ultimate use, we intend to invest the sales periodnet proceeds in short-term, the limits investment-grade, interest-bearing instruments. These investments may not yield a favorable return to our stockholders. If we set with SVB Leerink in any instruction sell additional equity or debt securities to sell shares, and the demand for fund our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offeringoperations, it is may impose restrictions on our business. In order to raise additional funds to support our operations, we may sell additional equity or debt securities, which may impose restrictive covenants that adversely impact our business. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we are unable to expand our operations or otherwise capitalize on our business opportunities due to such restrictions, our business, financial condition and results of operations could be materially adversely affected. Our financial statements have been prepared on a going concern basis; we must raise additional capital to fund our operations in order to continue as a going concern. In its report dated March 31, 2022, Xxxxxxxx LLP, our independent registered public accounting firm, expressed substantial doubt about our ability to continue as a going concern as we have suffered recurring losses from operations and have insufficient liquidity to fund our future operations. If we are unable to improve our liquidity position, we may not currently possible be able to predict continue as a going concern. The consolidated financial statements included in our Annual Report on Form 10-K did not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the number normal course of shares business which could cause investors to suffer the loss of all or a substantial portion of their investment. As of December 31, 2021, we had $11.7 million of cash and cash equivalents. In order to have sufficient cash and cash equivalents to fund our operations in the future, we will need to raise additional equity or debt capital and cannot provide any assurance that we will be sold or the gross proceeds to be raised successful in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paiddoing so.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You Investing in our common stock involves a high degree of risk. For a discussion of the factors you should carefully consider carefully the risks described below and discussed under the section titled before deciding to purchase any of our securities, please review “Part I, Item 1A—Risk Factors” contained in our most recent Annual Report on Form 10-K for the year ended December 31, 2014, filed with the U.S. Securities and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amendedCommission, or the Exchange ActSEC, each of on February 20, 2015 which is incorporated by reference in this prospectus supplement and the accompanying prospectus in their entirety, together with the other information contained in this prospectusprospectus supplement, the accompanying prospectus and the information documents we have incorporated by reference. The risks and uncertainties described in the documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones risks and uncertainties we face. Additional risks and uncertainties not currently presently known to us or that we currently deem immaterial may also affect impair our business operations. Please also read carefully If any of those risks actually occurs, our business, financial condition and results of operations would suffer. In that event, the section below titled market price of our common stock could decline, and you may lose all or part of your investment in our common stock. Risks Related to This Offering The common shares offered under this prospectus supplement and the accompanying prospectus may be sold in “Special Note Regarding Forwardat-Looking Statements.the-market” Risks Relating offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares under this prospectus supplement and the accompanying prospectus at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience declines in the value of their shares as a result of share sales made at prices lower than the prices they paid. Management will have broad discretion as to the Offering Our management team use of the net proceeds from this offering, and we may invest or spend not use the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant returneffectively. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds as to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, and you will not have our management may use the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do may not increase our operating results of operations or enhance the market value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development and approval of our products and cause the price of our common stock to decline. Our stockholders have experienced dilution of their percentage ownership of our stock and may experience additional dilution in the future. On September 3, 2013, TransEnterix Surgical, Inc., a Delaware corporation formerly known as TransEnterix, Inc., or TransEnterix Surgical, and SafeStitch Medical, Inc., a Delaware corporation, or SafeStitch, consummated a merger transaction whereby TransEnterix Surgical merged with a merger subsidiary of SafeStitch, with TransEnterix Surgical as the surviving entity in the merger, or the Merger. As consequence of the Merger, TransEnterix Surgical became a wholly owned subsidiary of SafeStitch. On December 6, 2013, SafeStitch changed its name to TransEnterix, Inc. As a result of the Merger, we issued new shares of common stock to certain former TransEnterix Surgical stockholders, representing approximately 65% of the total outstanding voting power of all our stockholders immediately following the closing of the Merger. The issuance of these shares caused existing stockholders at the time of the Merger to experience immediate and significant dilution in their percentage ownership of our outstanding common stock. In addition, the private placement issuance of our Series B Convertible Preferred Stock, par value $0.01 per share, or the Series B Preferred Stock, in September 2013 caused substantial dilution to our stockholders, as each share of Series B Preferred Stock was converted into ten shares of our common stock on December 6, 2013, and our stockholders experienced additional dilution in our April 2014 $56 million common stock public offering. If you purchase our the common stock sold in this offering, you will incur experience immediate and substantial dilution in as a result of this offering. Because the net tangible book value price per share of your common stock. The shares of our common stock sold in this offering from time to time will being offered may be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of our common stock, you will experience dilution to the extent of the difference between the offering price per share of common stock you pay in this offering and the net tangible book value per share of our common stock immediately after this offering. Our net tangible book value as of December 31, 2014, was approximately $25.7 million, or $0.41 per share of common stock. ThereforeNet tangible book value per share is equal to our total tangible assets minus total liabilities, all divided by the number of shares of common stock outstanding. Because the sales of the shares offered hereby will be made directly into the market or in negotiated transactions, the prices at which we sell these shares will vary and these variations may be significant. Purchasers of the shares we sell, as well as our existing shareholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. If you purchase shares of our common stock in this offering, offering you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offeringsofferings or other equity issuances. To In order to raise additional capital, we may in the future offer and issue additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offeringstock. We may cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is less equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible into or exchangeable into for our common stock, stock in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject we have a significant number of stock options outstanding. To the extent that outstanding stock options have been or may be exercised or other shares issued, you may experience further dilution. Further, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. Directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that you do not consider to be in the final determination by best interests of our stockholders. Our directors, executive officers, principal stockholders and affiliated entities beneficially owned, in the aggregate, approximately 47% of our outstanding voting securities. As a result, if some or all of them acted together, they would have the ability to exert substantial influence over the election of our board of directors, there is no minimum directors and the outcome of issues requiring approval by our stockholders. This concentration of ownership may also have the effect of delaying or maximum sales price for shares to be sold preventing a change in this offering. Investors may experience a decline in the value control of the Company that may be favored by other stockholders. This could prevent transactions in which stockholders might otherwise recover a premium for their shares they purchase in this offering as over current market prices. In connection with the Merger, we entered into a result voting and lock-up agreement with certain of sales made at prices lower than our stockholders pursuant to which such stockholders agreed to vote to approve certain corporate actions following the prices they paid.Merger. In connection with the Merger and the related private placement transaction, stockholders holding an aggregate of 93% of our common stock on the effective date of the Merger, and members of our Board of Directors, entered into lock-up and voting agreements, each, a Voting Agreement, pursuant to which such persons agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Company’s securities held by them, or, collectively, Covered Securities, for one year following the Merger closing date. The Voting Agreements provide that such persons may sell, transfer or convey: (i) up to 50% of their respective Covered Securities commencing on September 3, 2014, the one-year anniversary of the Merger closing date; and
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. An investment in our common stock involves a number of very significant risks. You should carefully consider carefully the following risks described below and discussed under the section titled “Risk Factors” uncertainties in addition to other information contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectussupplement, and the accompanying prospectus including information incorporated in any subsequent filings with SEC, in evaluating our company and documents incorporated by reference in this prospectusour business before making an investment decision about our company. Our business, operating results and any free writing prospectus that we have authorized for use in connection with this offering before you make financial condition could be seriously harmed as a decision to invest in our common stock. If result of the occurrence of any of the following events actually occur, our business, financial condition, results of operations or cash flow risks. You could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investmentinvestment due to any of these risks Risks Related to This Offering It is not possible to predict the aggregate proceeds resulting from sales made under the Sales Agreement. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the Sales Agent at any time throughout the term of the Sales Agreement. The risks below number of shares that are sold through the Sales Agent, if any, after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with the Sales Agent in any applicable placement notice, and incorporated by reference the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the aggregate proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in "at the market offerings," and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this prospectus are not offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the only ones we facetiming, prices, and number of shares sold in this offering. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating In addition, subject to the Offering Our management team final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may invest or spend experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. Management will have broad discretion as to the use of the proceeds of from this offering in ways with which you offering, and we may not agree or in ways which may not yield a significant returnuse the proceeds effectively. Our management will have broad discretion over as to the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application use of the these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for our company. You may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the net tangible book value of your common stockfuture. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted pro forma net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 20,940,215 shares of our common stock are sold during the term of the Sales Agreement at an assumed public offering a price of $44.15 0.9551 per share, the last reported sale price of our common stock on the Nasdaq Global Select Capital Market on January 13March 24, 20212022, for aggregate gross proceeds of approximately $150,000,00020,000,000, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will experience immediate dilution of approximately $38.39 0.74 per share, representing the difference between our as adjusted pro forma net tangible book value per share as of September 30December 31, 2020, 2021 after giving effect to this offering and the assumed public offering price per shareprice. Further, the future The exercise of any outstanding stock options to purchase shares and warrants may result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled entitled "Dilution" below for a more informationdetailed illustration of the dilution you would incur if you participate in this offering. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is Risks Related to Our Business Because we have a limited operating history, we may have difficulty realizing consistent and meaningful revenues and achieving profitability. We were incorporated on June 6, 2011, and we began producing and distributing alkaline bottled water in 2013. Since we have a limited operating history, our ability to successfully develop our products and to realize consistent and meaningful revenues and to achieve profitability has not possible been established and cannot be assured. For us to predict the actual number of shares realize consistent, meaningful revenues and to achieve profitability, our products must receive broad market acceptance by consumers. Without this market acceptance, we will sell under not be able to generate sufficient revenue to continue our business operation. If our products are not widely accepted by the market, our business may fail. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to generate revenues, manage development costs and expenses, and compete successfully with our direct and indirect competitors. We anticipate operating losses in upcoming future periods. This will occur because there are expenses associated with the development, production, marketing, and sales agreementof our products. Our financial statements are prepared using generally accepted accounting principles in the United States applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs. As of December 31, 2021, we had an accumulated deficit of $98,471,352. Our ability to continue as a going concern is dependent on our company obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to significantly curtail or cease operations. Our disclosure controls and procedures and internal control over financial reporting are not effective, which may cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Our management evaluated our disclosure controls and procedures as of December 31, 2021 and concluded that as of that date, our disclosure controls and procedures were not effective. In addition, our management evaluated our internal control over financial reporting as of March 31, 2021 and concluded that that there were material weaknesses in our internal control over financial reporting as of that date and that our internal control over financial reporting was not effective as of that date. A material weakness is a control deficiency, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable lawcombination of control deficiencies, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term such that there is a reasonable possibility that a material misstatement of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction financial statements will fluctuate based not be prevented or detected on a number of factorstimely basis. We have not yet remediated these material weaknesses and we believe that our disclosure controls and procedures and internal control over financial reporting continue to be ineffective. Until these issues are corrected, including our ability to report financial results or other information required to be disclosed on a timely and accurate basis may be adversely affected and our financial reporting may continue to be unreliable, which could result in additional misinformation being disseminated to the market price of our common stock during the sales periodpublic. Investors relying upon this misinformation may make an uninformed investment decision. We will need additional funds to continue producing, the limits we set with SVB Leerink in any instruction to sell sharesmarketing, and the demand for distributing our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment resultsproducts. We will have discretionto spend additional funds to continue producing, subject marketing and distributing our products. If we cannot raise sufficient capital, we may have to market demandcease operations. We will need additional funds to continue to produce our products for distribution to our target market. We will have to continue to spend substantial funds on distribution, marketing and sales efforts before we will know if we have commercially viable and marketable/sellable products. There is no guarantee that sufficient sale levels will be achieved. There is no guarantee that the expenditure of money on distribution and marketing efforts will translate into sufficient sales to vary the timingcover our expenses and result in profits. Consequently, pricesthere is a risk that you may lose all of your investment. Our development, marketing, and numbers sales activities are limited by our size. Because of shares sold our relative size, we must limit our product development, marketing, and sales activities to the amount of capital we raise. As such, we may not be able to complete our production and business development program in this offeringa manner that is as thorough as we would like. We may not ever generate sufficient revenues to cover our operating and expansion costs. Changes in the non-alcoholic beverage business environment and retail landscape could adversely impact our financial results. The non-alcoholic beverage business environment is rapidly evolving as a result of, among other things, changes in consumer preferences, including changes based on health and nutrition considerations and obesity concerns; shifting consumer tastes and needs; changes in consumer lifestyles; and competitive product and pricing pressures. In addition, subject the non-alcoholic beverage retail landscape is very dynamic and constantly evolving, not only in emerging and developing markets, where modern trade is growing at a faster pace than traditional trade outlets, but also in developed markets, where discounters and value stores, as well as the volume of transactions through e-commerce, are growing at a rapid pace. If we are unable to successfully adapt to the final determination by rapidly changing environment and retail landscape, our board share of directorssales, there is no minimum or maximum sales price for shares to volume growth and overall financial results could be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidnegatively affected.
Appears in 1 contract
Samples: ir.thealkalinewaterco.com
RISK FACTORS. Investment in any securities offered pursuant to this prospectus supplement involves risks. You should carefully consider carefully the risks risk factors described below and discussed under the section titled “Risk Factors” contained in risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus supplement, and all other information contained or incorporated by reference into this prospectus supplement, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If acquiring any of the following events actually occur, our business, financial condition, results such securities. The occurrence of operations or cash flow could be harmed. This could any of these risks might cause the trading price of our common stock you to decline and you may lose all or part of your investmentinvestment in the offered securities. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the this Offering Our management team may invest or spend the proceeds of this offering in ways with which If you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value purchase shares of our common stock. If you purchase our common stock sold in this offering, you will incur experience immediate and substantial dilution in the net tangible book value of your common stockshares. In addition, we may issue additional equity or convertible debt securities in the future, which may result in additional dilution to investors. The shares price per share of our common stock sold in this offering from time to time will being offered may be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our outstanding common stock in prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 6,890,215 shares of our common stock are sold at an assumed public offering a price of $44.15 21.77 per share, the last reported sale price of our common stock on the The Nasdaq Global Select Market on January 13August 10, 20212022, for aggregate gross proceeds of approximately $150,000,000150.0 million, and after deducting offering commissions and estimated offering expenses payable by us, you new investors in this offering would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price 13.00 per share. FurtherFor a more detailed discussion of the foregoing, see the section entitled “Dilution” below. To the extent outstanding stock options are exercised, there will be further dilution to new investors. In addition, to the extent we need to raise additional capital in the future exercise of any outstanding options to purchase and we issue additional shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock, our then existing stockholders may experience dilution and the new securities may have rights senior to those of our common stock at prices that may not be the same as the price per share offered in this offering. We have broad discretion in the use of the net proceeds from this offering and may sell shares or other securities not use them effectively. Our management will have broad discretion in any other offering at a price per share that is less than the price per share paid by investors in application of the net proceeds from this offering, and investors purchasing shares or other securities including for any of the purposes described in the future section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We expect to use the net proceeds from this offering to fund the development of paltusotine, CRN04777, CRN04894, and our other research development programs, and for working capital and general corporate purposes. The failure by our management to apply these funds effectively could have rights superior harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment- grade, interest-bearing securities. These investments may not yield a favorable return to existing our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell issue under the sales agreementSales Agreement, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement Sales Agreement and compliance with applicable law, we have the discretion to deliver instruction instructions to SVB Leerink the Agents to sell shares of our common stock at any time throughout the term of the sales agreementSales Agreement. The number of shares that are sold through SVB Leerink the Agents after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink the Agents in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: ir.crinetics.com
RISK FACTORS. You Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider carefully the risks described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934Current Reports on Form 8-K, as amended, or the Exchange Actwell as any amendments thereto reflected in subsequent filings, each of which is are incorporated by reference in this prospectus in their entiretysupplement and the accompanying prospectus, together with and all of the other information in this prospectus supplement and the accompanying prospectus, including our financial statements and the information and documents related notes incorporated by reference in this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occurthese risks is realized, our business, financial condition, results of operations or cash flow and prospects could be harmedmaterially and adversely affected. This could cause In that event, the trading price of our common stock to could decline and you may could lose part or all or part of your investment. The Additional risks below and incorporated by reference in this prospectus uncertainties that are not the only ones we face. Additional risks not currently known to us yet identified or that we currently deem think are immaterial may also affect materially harm our business operationsbusiness, operating results, and financial condition and could result in a complete loss of your investment. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to the Offering This Offering, Our management team may invest or spend the proceeds of this offering Securities, and our Preliminary Estimated Financial Results Purchasers in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution in the net tangible book value of your common stocktheir investment. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the price per share offering prices in this offering will of common stock to be substantially higher than the as adjusted net tangible book value per share of our common stock. Therefore, if you purchase shares purchasers of our common stock in this offering, you may pay a price per share that substantially exceeds offering will experience immediate dilution in the net tangible book value of the common stock purchased in this offering. Our net tangible book value as of March 31, 2021 was approximately $39.9 million, or $0.89 per share of our tangible assets after subtracting our liabilitiescommon stock. Assuming that an aggregate of 3,397,508 22,624,434 shares of common stock are sold at an assumed a public offering price of $44.15 1.1 per share, share (the last reported sale price of our common stock on the Nasdaq Global Select Capital Market on January 13July 1, 2021, for aggregate gross proceeds of $150,000,000), and after deducting offering the estimated underwriting discounts and commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value as of March 31, 2021, would have been approximately $64.1 million, or approximately $0.95 per share as of September 30our common stock. As a result, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to if you purchase shares of common stock in this offering, you would suffer immediate and substantial dilution of $0.16 per share with respect to the net tangible book value of the common stock. See “Dilution” in this prospectus supplement for a detailed discussion of the dilution you will incur if you purchase shares in this offering. Management will have broad discretion as to the use of the proceeds from this offering and may not use the proceeds effectively. Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that may not improve our results of operation or enhance the issuance value of our common stock. our failure to apply these funds effectively could have a material adverse effect on our business and cause the price of our common stock to decline. See “Use of Proceeds” for a further description of how management intends to apply the proceeds from this offering. The actual number of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell issue under the sales agreementSales Agreement, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement Sales Agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock Ladenburg at any time throughout the term of the sales agreementSales Agreement. The number of shares that are sold through SVB Leerink by Ladenburg after our instruction delivering a placement notice will fluctuate based on a number the market price of factors, including our common stock during the sales period and limits we set with Ladenburg. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible at this stage to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those salesultimately issued. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. Future sales of a significant number of our shares of common stock in the public markets, or the perception that such sales could occur, could depress the market price of our shares of our common stock or cause our stock price to decline. Sales of a substantial number of our shares of common stock in the public markets (including sales of common stock issuable pursuant to the exercise of warrants or stock options), or the perception that such sales could occur, could cause the market price of our shares of common stock to decline and impair our ability to raise capital through the sale of additional equity securities. A substantial number of shares of common stock are being offered by this prospectus. We cannot predict the number of these shares that might be sold or resold, nor the effect that future sales of our shares of common stock, including the resale of shares issued in this offering, would have on the market price of our shares of common stock. The terms of the warrants issued in the February Offering could impede our ability to enter into certain transactions or obtain additional financing. The terms of the warrants issued in the February Offering require us, upon the consummation of any “fundamental transaction” (as defined in the securities), to, among other obligations, cause any successor entity resulting from the fundamental transaction to assume all of our obligations under the warrants and the associated transaction documents. In addition, holders of such warrants are entitled to participate in any fundamental transaction on an as- converted or as-exercised basis, which could result in the holders of our common stock receiving a lesser portion of the consideration from a fundamental transaction. The terms of the warrants could also impede our ability to enter into certain transactions or obtain additional financing in the future.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You Investing in our securities involves a high degree of risk and uncertainty. In addition to the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, you should carefully consider carefully the risks described below and discussed before making an investment decision with respect to the securities, as well as the risk factors described under the section titled heading “Risk Factors” contained in our most recent Annual Report on Form 10-K and K, as may be revised or supplemented by our subsequent Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange ActCurrent Reports on Form 8-K, each of which is are on file with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. These updated Risk Factors will be incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, supplement and the accompanying prospectus. Please refer to these subsequent reports for additional information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection relating to the risks associated with this offering before you make a decision to invest investing in our common stock. If any of the following events such risks and uncertainties actually occuroccurs, our business, financial condition, and results of operations or cash flow could be severely harmed. This could cause the trading price of our common stock to decline decline, and you may could lose all or part of your investment. The risks below and incorporated by reference Risks Related to this Offering Purchasers may experience immediate dilution in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully book value per share of the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to common stock purchased in the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering shares sold in the public offering, if any, will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however. However, we expect it is possible that the per share offering prices in this offering price of our common stock will be substantially higher than the as adjusted net tangible book value per share of our outstanding common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and after giving effect to this offering. You may also experience additional dilution upon the assumed public offering price per share. Further, the future exercise of any options, vesting of restricted stock units, including those options and restricted stock units currently outstanding options to purchase shares of common stock or and those granted in the future, the issuance of shares restricted stock or other equity awards under our stock incentive plans, or upon conversion of any convertible securities that may be issued in the future. In addition, in the past, we have issued options to acquire common stock upon at prices significantly below the vesting offering price and settlement of any have granted restricted stock units. To the extent these outstanding options are ultimately exercised or these restricted stock units or conversion of Series A preferred stock vest, you will cause you to experience incur additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual Sales of a significant number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout in the term public markets, or the perception that such sales could occur, could depress the market price of the sales agreementour common stock. The Sales of a substantial number of shares of our common stock in the public markets, or the perception that are sold through SVB Leerink after our instruction will fluctuate based on a number of factorssuch sales could occur, including could depress the market price of our common stock during and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx Xxxxxxxxxx, and subject to certain exceptions set forth in the sales periodagreement, the limits we set with SVB Leerink in any instruction not to sell sharesor otherwise dispose of any common stock or securities convertible into or exchangeable for shares of common stock, and the demand for our warrants or any rights to purchase or acquire common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor Xxxxxxxxxx and ending on the second trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the sales period. Because the price per share agreement, not to sell or otherwise dispose of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The any common stock offered hereby will be sold or securities convertible into or exchangeable for shares of common stock, warrants or any rights to purchase or acquire common stock in any other “at the market offerings,offering” or continuous equity transaction prior to the termination of the sales agreement with Xxxxxx Xxxxxxxxxx. Therefore, it is possible that we could issue and investors who buy sell additional shares at different times will likely pay different prices. Investors who purchase shares of our common stock in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment resultsthe public markets. We will cannot predict the effect that future sales of our common stock would have discretionon the market price of our common stock. We have broad discretion in the use of our cash and cash equivalents, subject to market demand, to vary including the timing, prices, and numbers of shares sold net proceeds we receive in this offering, and may not use them effectively. In additionOur management has broad discretion to use our cash and cash equivalents, subject to including the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold net proceeds we receive in this offering. Investors may experience a decline , to fund our operations and could spend these funds in ways that do not improve our results of operations or enhance the value of our common stock, and you will not have the shares they purchase opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our common stock to decline and delay the development of our current and future product candidates. Pending their use to fund our operations, we may invest our cash and cash equivalents, including the net proceeds from this offering as offering, in a result of sales made at prices lower than the prices they paidmanner that does not produce income or that loses value.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. Investing in our securities involves a high degree of risk. You should consider carefully review the risks and uncertainties described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K for the year ended December 31, 2021, and in our Quarterly Reports Report on Form 10-Q for the quarter ended September 30, 2022, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934filings, as amended, or the Exchange Act, each of which is are incorporated by reference in this prospectus in their entirety, together with other information in into this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision deciding whether to invest in our common stock. If purchase any of the following events actually occur, securities being registered pursuant to the registration statement of which this prospectus is a part. Each of the risk factors could adversely affect our business, financial condition, results of operations or operations, financial condition and cash flow could be harmed. This could flows, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause the trading price of our common stock you to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently presently known to us or that we currently deem believe are immaterial may also affect significantly impair our business operations. Please also read carefully the section below titled “Special Cautionary Note Regarding Forward-Looking Statements.” Risks Relating Related to the this Offering Our management team You may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution in the net tangible book value of your common stockdilution. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 4,900,000 shares of our common stock are sold at an assumed public offering a price of $44.15 2.19 per share, the last reported sale price of our common stock on the The Nasdaq Global Select Capital Market on January 1325, 20212023, for aggregate gross proceeds of approximately $150,000,00010.7 million, and after deducting offering commissions and estimated offering expenses payable by us, you would incur experience immediate dilution of $38.39 1.84 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 20202022, and the assumed public offering price per share. Further, the future exercise of any outstanding options after giving effect to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionthis offering. See the section titled "“Dilution" ” below for a more informationdetailed illustration of the dilution you would incur if you participate in this offering. You In addition, we have a significant number of stock options and warrants outstanding. To the extent that these have been or may be exercised, investors purchasing in this offering may experience future dilution as a result of future equity offeringsfurther dilution. To raise additional capitalIn addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders or result in downward pressure on the price of our common stock. Because the sales of the shares offered hereby will be sold in “at the market offerings,” the prices at which we sell these shares will vary and these variations may be significant. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. Our management will have broad discretion over the use of the net proceeds from this offering, and you may not agree with how we use the proceeds, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the future offer additional shares section of this prospectus titled “Use of Proceeds.” You will be relying on the judgment of our management regarding the application of the proceeds of this offering. The results and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our product candidates, and cause the price of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offeringdecline. It is not possible to predict the actual number of shares we will sell under the sales agreementSales Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement Sales Agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock the sales agent at any time throughout the term of the sales agreementSales Agreement. The number of shares that are sold through SVB Leerink the sales agent after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink X. Xxxxx in any instruction to sell shares, applicable placement notice and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offeringthe sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so they may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. Future sales of our common stock, or the perception that such future sales may occur, may cause our stock price to decline. Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales could occur, following this offering could cause the market price of our common stock to decline. A substantial majority of the outstanding shares of our common stock are, and the shares of common stock sold in this offering upon issuance will be, freely tradable without restriction or further registration under the Securities Act. We have never declared or paid dividends on our capital stock and we do not anticipate paying dividends in the foreseeable future. Our business requires significant funding, and we currently invest available funds and earnings in product development. Therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently plan to invest all available funds and future earnings in the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be your sole source of potential gain for the foreseeable future.
Appears in 1 contract
Samples: ir.journeymedicalcorp.com
RISK FACTORS. You Investing in our securities involves a high degree of risk. Before investing in our securities, you should consider carefully the risks described below below, together with the other information contained in this prospectus supplement or incorporated by reference in this prospectus supplement, including the risks and uncertainties discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934Q, as amended, or the Exchange Act, each of which is are incorporated by reference in this prospectus herein in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually risks incorporated by reference herein or set forth below occur, our business, financial condition, results of operations or cash flow and future growth prospects could be harmedmaterially and adversely affected. This could cause In these circumstances, the trading market price of our common stock to decline could decline, and you may lose all or part of your investment. The risks below and incorporated by reference in Risks Related to this prospectus are not Offering Because the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value price of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will may be substantially higher than the as adjusted net tangible book value per share of our outstanding common stock, new investors may experience immediate and substantial dilution. The public offering price of our common stock in this offering may be substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, experience immediate and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional substantial dilution. See the section titled "entitled “Dilution" ” beginning on page S-10 of this prospectus supplement for a more information. You detailed discussion of the dilution you may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our incur if you purchase common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross aggregate proceeds resulting from those salessales made under the Sale Agreement. Subject to certain limitations in the sales agreement Sale Agreement and compliance with applicable law, we have the discretion to deliver instruction an issuance notice to SVB Leerink to sell shares of our common stock the Agents at any time throughout the term of the sales agreementSale Agreement. The number of shares that are sold through SVB Leerink the Agents after our instruction delivering an issuance notice, if any, will fluctuate based on a number of factors, including the market price of shares of our common stock during the sales period, the limits we set with SVB Leerink the Agents in any instruction to sell shares, applicable issuance notice and the demand for shares of our common stock during the sales period. Because the price per share of each share of common stock sold pursuant to the Sale Agreement will fluctuate during this offering, it is not currently possible to predict the number of shares of common stock that will be sold or the gross aggregate proceeds to be raised we will raise in connection with those salessales under the Sale Agreement, and we may not sell any shares of common stock. Substantial future sales or other issuances of our common stock could depress the market for our common stock. Sales of a substantial number of shares of our common stock, or the perception by the market that those sales could occur, could cause the market price of our common stock to decline or could make it more difficult for us to raise funds through the sale of equity in the future. Future issuances of our common stock or our other equity securities could further depress the market for our common stock. We expect to continue incurring costs associated with research and development with respect to our precision medicine platform, and general and administrative costs associated with our operations, and to satisfy our funding requirements, we may need to sell additional equity securities. The sale or the proposed sale of substantial amounts of our common stock offered hereby will be sold in “at or our other equity securities may adversely affect the market offerings,price of our common stock and our stock price may decline substantially. Our stockholders may experience substantial dilution and a reduction in the price that they are able to obtain upon the sale of their shares. New equity securities issued may have greater rights, preferences or privileges than our existing common stock. Our common stock may become the target of “short squeezes.” In 2021, the securities of several companies have increasingly experienced significant and investors who extreme volatility in stock price due to short sellers of shares of their stock and buy-and-hold decisions of other investors, resulting in what is sometimes described as a “short squeeze.” Short squeezes have caused extreme volatility in the stock prices of those companies and in the market and have led to the price per share of some of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company. Sharp rises in a company’s stock price may force traders in a short position to buy shares at different times will likely pay different pricesthe stock to avoid even greater losses. Investors who purchase shares in this offering those companies at different times will likely pay different pricesan inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated. Market activity suggests that we are currently the target of a short squeeze, and so investors may experience different levels lose a significant portion or all of dilution and different outcomes in their investment resultsif they purchase our shares at a rate that is significantly disconnected from our underlying value. We will have discretion, subject broad discretion in the use of the net proceeds to market demand, to vary the timing, prices, and numbers of shares sold in us from this offering; we may not use the offering proceeds that we receive effectively. In additionOur management will have broad discretion in the application of the net proceeds to us from this offering, subject including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the final determination net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds to us from this offering, their ultimate use may vary from their currently intended use. The failure by our board of directors, there is no minimum or maximum sales price for shares management to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidapply these funds effectively could harm our business.
Appears in 1 contract
Samples: investors.progenity.com
RISK FACTORS. You An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should carefully consider carefully the risks described below and those discussed under the section titled Section captioned “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the fiscal year ended December 31, 2019, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is are incorporated by reference in this prospectus in their entiretysupplement and the accompanying prospectus, together with other information in this prospectus supplement, the accompanying prospectus, and the information and documents incorporated by reference in this prospectusherein and therein, and in any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stockoffering. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known Risks Related to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating This Offering Management will have broad discretion as to the Offering Our management team may invest or spend use of the proceeds of from this offering in ways with which you offering, and we may not agree or in ways which may not yield a significant returnuse the proceeds effectively. Our management will have broad discretion over with respect to the use of proceeds from of this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceeds.” You will be relying on the judgment of our management regarding the application of the proceeds of this offering. The net proceeds from this offering will be used for working capital results and general corporate purposes, which may include, among other things, the advancement effectiveness of the development use of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceedsare uncertain, and you will not have the opportunity, as part of your investment decision, to assess whether we could spend the proceeds are being used appropriately. The net proceeds may be used for corporate purposes in ways that you do not agree with or that do not increase improve our operating results of operations or enhance the value of our common stock. If you purchase Our failure to apply these funds effectively could harm our business, delay the development of our product candidates and cause the price of our common stock to decline. You will experience immediate dilution in the book value per share of the common stock purchased in the offering. The shares sold in this offering, you if any, will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock be sold in this offering from time to time will be sold at various prices; however. However, we expect that the per share offering prices in this offering price of our common stock will be substantially higher than the as adjusted net tangible book value per share of our outstanding common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 3,012,048 shares of our common stock are sold at an assumed public offering price of $44.15 8.30 per share, the last reported sale price of our common stock on the The Nasdaq Global Select Capital Market on January 13February 12, 20212020, for aggregate gross proceeds of approximately $150,000,00025,000,000, and after deducting offering commissions and estimated offering expenses payable by us, us you would incur will experience immediate dilution of $38.39 10.02 per share, share representing the difference between our the assumed offering price of $8.30 per share and the pro forma as adjusted net tangible book value of $(1.72) per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable as of December 31, 2019 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options may result in further dilution of your investment. See section titled “Dilution” below for our common stock at prices that may not be a more detailed discussion of the same as the price per share dilution you will incur if you purchase shares in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell issue under the sales agreementequity distribution agreement with JMP Securities, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement with JMP and compliance with applicable law, we have the discretion to deliver instruction placement notices to SVB Leerink to sell shares of our common stock JMP at any time throughout the term of the sales agreement. The number of shares of our common stock that are sold through SVB Leerink by JMP after our instruction delivering a placement notice will fluctuate based on the market price of the common stock during the sales period and limits we set with JMP. Issuances of shares of common stock or securities convertible into or exercisable for shares of common stock following this offering, as well as the exercise of outstanding options, will dilute your ownership interests and may adversely affect the future market price of our common stock. As a development stage company, we will need additional capital to fund the development and commercialization of our product candidates. We may seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to be diluted. In addition, we have a significant number of factorsoptions to purchase shares of our common stock. If these securities are exercised, including you may incur further dilution. Moreover, to the extent that we issue additional options to purchase, or securities convertible into, exercisable or exchangeable for, shares of our common stock in the future and those options or other securities are exercised, converted or exchanged, shareholders may experience further dilution. A substantial number of shares of common stock may be sold in the market following this offering, which may depress the market price for our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock during to decline. A substantial majority of the sales period, the limits we set with SVB Leerink in any instruction to sell sharesoutstanding shares of our common stock are, and the demand for our shares of common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times upon issuance will likely pay different pricesbe, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary freely tradable without restriction or further registration under the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidSecurities Act.
Appears in 1 contract
Samples: www.baudaxbio.com
RISK FACTORS. You An investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider carefully the following risks described below and uncertainties, as well as those discussed under the section titled caption “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stockherein. If any of the following events risks described in this prospectus or the documents incorporated by reference herein actually occur, our business, prospects, financial condition, condition or operating results of operations or cash flow could be harmed. This could cause In that case, the trading price of our common stock to decline securities could decline, and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks and uncertainties not currently presently known to us or that we currently deem believe are immaterial may also affect impair our business operationsoperations and our liquidity. Please You should also read carefully refer to the section below titled other information contained in this prospectus or incorporated by reference herein, including our financial statements and the related notes thereto and the information set forth under the heading “Special Cautionary Note Regarding Forward-Looking Statements.” Risks Relating Related to this Offering and Our Class A Common Stock Management will have broad discretion as to the Offering Our management team use of the net proceeds from this offering, and we may invest or spend not use the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant returneffectively. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, proceeds from this offering and you will not have the opportunity, as part of your investment decision, to assess whether could spend the proceeds are being used appropriately. The net proceeds may be used for corporate purposes in ways that do not increase improve our operating results of operations or enhance the value of our Class A common stock. If you purchase For example, management could invest the proceeds in assets or capital projects that do not produce attractive returns or to make acquisitions of businesses that do not prove to be attractive or otherwise are unsuccessful. Conversely, management may not be able to identify and complete prospects, investments or acquisitions. Our failure to apply these funds effectively could have a material adverse effect on our common stock in this offeringbusiness, you will incur immediate financial condition and substantial dilution in results of operations and cause the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our Class A common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholdersdecline. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The Class A common stock offered hereby will be sold in “at the market at-the-market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in under this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline declines in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid.. The actual number of shares of Class A common stock we will issue under the Sales Agreement and the gross proceeds resulting from those sales, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a sales notice to Xxxxxxxxxx at any time throughout the term of the Sales Agreement. The number of shares of Class A common stock that are sold by Xxxxxxxxxx after delivering a sales notice will fluctuate based on the market price of the Class A common stock during the sales period and limits we set with Xxxxxxxxxx. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued by us under the Sales Agreement or the gross proceeds to be raised in connection with those sales. The market price of our Class A common stock may be adversely affected by the future issuance and sale of additional shares of our Class A common stock, including pursuant to the Sales Agreement, or by our announcement that such issuances and sales may occur. Our capital stock currently outstanding consists of our Class A common stock, Class B common stock, Series A preferred stock, Series B preferred stock, Series m preferred stock, Series m-2 preferred stock and Series S preferred stock. Each share of Super Voting Preferred Stock (as defined below) is convertible at the option of the holder at any time into shares of Class B common stock at the then-applicable conversion rate. Each share of Ordinary Preferred Stock (as defined below) is convertible at the option of the holder at any time into shares of Class A common stock at the then-applicable conversion rate. In addition, the applicable conversion rates for certain of our preferred stock and/or warrants may be adjusted based on sales of Class A common stock in this offering based on applicable anti-dilution provisions, which may lead to the issuance of additional shares of Class A common stock. Holders of Class A common stock, Class B common stock, the Super Voting Preferred Stock and the Ordinary Preferred Stock vote together as a single class. Each holder of preferred stock is entitled to the number of votes equal to the number of votes for each such share of common stock into which such preferred stock could then be converted. Fractional votes upon conversion will be disregarded. Each share of Class A common stock was entitled to one
Appears in 1 contract
Samples: ir.knightscope.com
RISK FACTORS. You should carefully consider carefully the risks and uncertainties described below below, as well as those risks and discussed under uncertainties identified in the section titled “Risk Factors” contained in documents incorporated by reference herein, including our most recent Annual Report on Form 1020-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934F, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest making an investment in our common stockshares. If any of the following events actually occur, our Our business, financial condition, condition or results of operations or cash flow could be harmed. This could cause materially and adversely affected if any of these risks occurs, and as a result, the trading market price of our common stock to shares could decline and you may could lose all or part of your investment. The This prospectus supplement also contains forward- looking statements that involve risks below and incorporated by reference in this prospectus are not the only ones we faceuncertainties. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled See “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors. Risks Relating related to this offering Future sales, or the possibility of future sales, of a substantial number of our common shares could adversely affect the price of the shares and dilute shareholders. Future sales of a substantial number of our common shares, or the perception that such sales will occur, could cause a decline in the market price of our common shares. Pursuant to the Offering Our management team at-the-market program, and potentially other offerings, we plan to continue to raise money to fund our operations through the issuance of our equity securities. If our existing shareholders sell substantial amounts of common shares in the public market, or the market perceives that such sales may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other thingsoccur, the advancement of the development market price of our product candidate, IMVT-1401common shares and our ability to raise capital through an issue of equity securities in the future could be adversely affected. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; howeverMoreover, we have no current commitments entered into a registration rights agreement entitling certain of our shareholders rights, subject to conditions, to require us to file registration statements covering their shares or obligations to do soinclude their shares in registration statements that we may file for ourselves or other shareholders. Our management will In addition, we have considerable discretion registered on a Form S-8 registration statement all common shares that we may issue under our equity incentive plan. As a result, these shares can be freely sold in the application of public market upon issuance, subject to volume limitations applicable to affiliates. If these additional shares are sold, or if it is perceived that they will be sold, in the net proceedspublic market, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value trading price of our common stockshares could decline. On March 28, 2019, we filed an automatic shelf registration statement on a Form F-3; however, the Company ceased to be eligible to use a Form F-3 automatic shelf registration statement upon the filing of its Annual Report on Form 20-F for the year ended December 31, 2019 because the Company no longer qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the Securities Act) at the time of such filing. Thus, on July 8, 2020, we filed a new Registration Statement on Form F-3, or the Registration Statement, for the potential offer and sale by us of up to $200,000,000 of our common shares, debt securities, warrants, purchase contracts or units. The Registration Statement was declared effective by the SEC on July 17, 2020. Because the price per share of each share sold under the Registration Statement will depend on the market price of our shares at the time of the sale and other market conditions, it is not possible at this stage to predict the number of shares that ultimately may be offered and sold under the Registration Statement. If we sell common shares, convertible securities or other equity securities, existing shareholders may be diluted by such sales, and in certain cases new investors could gain rights superior to those of our existing shareholders. Any sales of our common shares, or the perception that such sales could occur, could have a negative impact on the trading price of our shares. If you purchase our common stock shares in this offering, you will incur suffer immediate and substantial dilution in the net tangible book value of your common stockinvestment. The public offering price of our common shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than may exceed the as adjusted net tangible book value per share of common stockshare. Therefore, if you purchase common shares of our common stock in this offering, you may pay a price per common share that substantially exceeds the our as adjusted net tangible book value of our tangible assets per common share after subtracting our liabilitiesthis offering. To the extent outstanding options or warrants are exercised, you will incur further dilution. Assuming that an aggregate of 3,397,508 9,140,767 of our common shares of common stock are sold at an assumed public offering a price of $44.15 5.47 per shareshare pursuant to this prospectus supplement, which was the last reported sale price of our common stock shares on the Nasdaq Global Select Market on January 13July 16, 20212020, for aggregate gross proceeds of $150,000,00050,000,000, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur experience immediate dilution of $38.39 0.96 per common share, representing the difference between our as adjusted net tangible book value per share as of September 30March 31, 2020, after giving effect to this offering and the assumed public offering price per shareprice. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may We have broad discretion in the future offer additional shares use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Although we currently intend to use the net proceeds from this offering in the manner described in the “Use of Proceeds” section of this prospectus supplement, our management has broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock or other securities convertible into or exchangeable for shares. You will not have the opportunity to influence our common stock at prices that may not be the same as the price per share in decisions on how to use our net proceeds from this offering. We may sell shares or other securities The failure by our management to apply these funds effectively could result in any other offering at a price per share financial losses that is less than could harm our business, cause the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in and delay the value development of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidour product candidates.
Appears in 1 contract
Samples: d18rn0p25nwr6d.cloudfront.net
RISK FACTORS. You An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks described below and discussed under the section titled captioned “Risk Factors” contained in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934Q, as amended, or the Exchange Act, each of which is are incorporated by reference in into this prospectus in their entiretysupplement and the accompanying prospectus, together with other information in this prospectus supplement, the accompanying prospectus, and the additional information and documents incorporated by reference in this prospectusreference, and in any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stockoffering. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in Risks Related to this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team Management may invest or spend the net proceeds of this offering in ways with which you may not agree or and in ways which that may not yield a significant returnreturn to our stockholders. Our management We will have retain broad discretion over the use of the net proceeds from this offering. The We expect to use the net proceeds from this offering will be used for working capital and general corporate purposes; however, which may include, among other things, the advancement a number of the development of variables will influence our product candidate, IMVT-1401. We may also actual use a portion of the net proceeds to in-licensefrom this offering, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application and our actual uses of the net proceeds, and you will not have proceeds of this offering may vary substantially from our currently planned uses. Management could choose to spend the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds from this offering in ways in which stockholders may be used for corporate purposes not deem desirable, or in ways that do not increase improve our operating results or enhance the value result in a significant return or any return at all for our stockholders. New investors in our common stock could experience immediate and substantial dilution. The offering price of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will could be substantially higher than what the as adjusted net tangible book value per share of our common stockstock is at the time of any offering. ThereforeAs a result, if you purchase shares investors of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would could incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional substantial dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offeringsofferings and other issuances of our common stock or other securities. To In addition, this offering and future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share prices at which we sell shares in this offering. We may sell shares or other securities in any other offering at a price prices per share that is are less than the price per share those paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share prices paid by investors in this offering. It is not possible to predict In addition, the actual sale of shares in this offering and any future sales of a substantial number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout in the term public market, or the perception that such sales may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales agreement. The number of those shares that are sold through SVB Leerink after our instruction of common stock or the availability of those shares of common stock for sale will fluctuate based have on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidstock.
Appears in 1 contract
Samples: ir.frtx.com
RISK FACTORS. You should An investment in our securities involves risks. We urge you to consider carefully the risks described below below, and discussed in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision, including those risks identified under the section titled “Item 1A. Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under for the Securities Exchange Act of 1934year ended December 31, as amended2018, or the Exchange Act, each of which is incorporated by reference in this prospectus supplement and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, including those that relate to any particular securities we offer, may be included in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any a future prospectus supplement or free writing prospectus that we have authorized for use authorize from time to time, or that are incorporated by reference into this prospectus supplement or the accompanying prospectus in connection with this offering before you make a decision to invest in our common stockoffering. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled entitled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to this Offering Sales of our common stock in this offering, or the Offering Our management team perception that such sales may invest or spend occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $15.0 million from time to time in connection with this offering offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in ways with which you may not agree or in ways which may not yield a significant returnthis offering, could have the effect of depressing the market price of our common stock. Our management will have broad discretion over the use of the net proceeds from this offering. The net , you may not agree with how we use the proceeds, and the proceeds from this offering will may not be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soinvested successfully. Our management will have considerable broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us. You may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase in the offering. The shares of common stock sold public offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the pro forma as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in after giving effect to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 12,820,512 shares of our common stock are sold at an assumed public offering a price of $44.15 1.17 per share, the last reported sale price of our common stock on the Nasdaq Global Select The NASDAQ Capital Market on January 13July 22, 20212019, for aggregate gross proceeds of up to approximately $150,000,00015.0 million, and after deducting offering commissions and estimated offering expenses payable by us, you would incur will experience immediate dilution of $38.39 0.61 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30March 31, 20202019, after giving effect to this offering and the assumed public offering price per shareand after giving effect to the completion of our April 2019 offering. Further, the future The exercise of any outstanding warrants and stock options to purchase shares will result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "below entitled “Dilution" ” for a more information. You may experience future detailed illustration of the dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share you would incur if you participate in this offering. We will require additional capital funding, the receipt of which may sell shares or other securities in any other offering at a price per share that is less than impair the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares value of our common stock. Our future capital requirements depend on many factors, including our research, development, sales and marketing activities. We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to develop our drug candidates. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities convertible may have greater rights, preferences or exchangeable into privileges than our existing common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is We do not possible intend to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations pay dividends in the sales agreement and compliance with applicable law, we foreseeable future. We have the discretion to deliver instruction to SVB Leerink to sell shares of never paid cash dividends on our common stock at and currently do not plan to pay any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline cash dividends in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidforeseeable future.
Appears in 1 contract
Samples: ir.moleculin.com
RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained Investing in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated securities involves risk. Prior to making a decision about investing in our securities, you should carefully consider all of the information contained or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus prospectus. In particular, you should carefully consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” in their entiretyour most recent annual report on Form 10-K, together which is on file with other information in this prospectus, the SEC and the information and documents incorporated by reference in this prospectus, and any free writing prospectus in subsequent filings that we have authorized for use in connection make with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investmentSEC. The risks below and incorporated by reference in this prospectus uncertainties we have described are not the only ones we face. Additional risks and uncertainties not currently presently known to us or that we currently deem immaterial may also affect our business operationsoperations and financial results. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to the this Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the amounts, timing and use of the net proceeds from this offering. The net , you may not agree with how we use the proceeds, and the proceeds from this offering will may not be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soinvested successfully. Our management will have considerable broad discretion in the application of to allocate the net proceedsproceeds from this offering, and you investors will not have be relying on the opportunity, as part judgment of your investment decision, to assess whether our management regarding the proceeds are being used appropriatelyuse of these proceeds. The Our management could spend the net proceeds in ways that you and other stockholders may be used for corporate purposes not approve or in ways that do not increase improve our operating results of operations or enhance the value of our common stock. If you purchase our common stock in this offeringOur failure to apply these funds effectively could have a material adverse effect on the development of TC-5619, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; howeverTC-5214, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. ThereforeTC-1734, if you purchase shares AZD1446 (TC-6683), TC-6499, TC-6987 or any of our common stock in this offeringother product candidates or programs, you may pay a price per share that substantially exceeds or otherwise on our business or financial condition, and cause the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more informationdecline. You may experience future dilution as a result of future equity offeringsofferings and other issuances of our common stock or other securities. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offeringstock, including convertible debt. We may cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is less equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights that are superior to existing stockholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible into or exchangeable into for our common stock, stock in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible As of September 30, 2013, 7,881,031 shares of common stock were reserved for future issuance under our 2006 stock incentive plan, which includes outstanding options to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell purchase 3,103,575 shares of our common stock. You will incur dilution upon the grant of any shares under our 2006 stock at incentive plan and upon exercise of any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common outstanding stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidoptions.
Appears in 1 contract
Samples: ir.catalystbiosciences.com
RISK FACTORS. You Investing in our securities involves risks. Before making an investment decision, you should carefully consider carefully the risks described below and discussed under below, on page 4 of the section titled “Risk Factors” contained accompanying prospectus, together with all of the other information appearing in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein, including our most recent Annual Report on Form 1020-F and in any updates in each report on Form 6-K that indicates that it is being incorporated by reference, including in light of your particular investment objectives and Quarterly Reports on Form 10-Q as updated financial circumstances. In addition to those risk factors, there may be additional risks and uncertainties of which management is not aware or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amendedfocused on, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stockmanagement deems immaterial. If any of the following events actually occur, our Our business, financial condition, condition or results of operations or cash flow could be harmedmaterially adversely affected by any of these risks. This could cause the The trading price of our common stock securities could decline due to decline any of these risks, and you may lose all or part of your investment. The risks below Risks Related to Our Ordinary Shares and incorporated by reference this Offering You will experience immediate dilution in the book value per share of the ordinary shares you purchase. Since the price per share of our ordinary shares is expected to be substantially higher than the book value per share of the ordinary shares, you may suffer substantial dilution in the net tangible book value of the ordinary shares you purchase in this offering. Furthermore, if outstanding options are exercised, you could experience further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section in this prospectus are not supplement entitled □Dilution.□ We have broad discretion to determine how to use the only ones we face. Additional risks not currently known to us or that we currently deem immaterial funds raised in this offering, and may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering use them in ways with which you that may not agree enhance our operating results or in ways which may not yield a significant returnthe price of our ordinary shares. Our management will have broad discretion over the use of proceeds from this offering. The net , and we could spend the proceeds from this offering will be used for working capital and general corporate purposesin ways our shareholders may not agree with or that do not yield a favorable return in the near term, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401if at all. We may also intend to use a portion of the net proceeds of this offering to insupport clinical development, pre-licenseclinical research, acquire or invest in complementary businesses or products; howeverand general working capital purposes. However, we have no our use of these proceeds may differ substantially from our current commitments or obligations plans. You will be relying on the judgment of our management with regard to do so. Our management will have considerable discretion in the application use of the these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, ways with which you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offeringagree. It is possible that the net proceeds will be invested in a way that does not possible to predict the actual number of shares we will sell under the sales agreementyield a favorable, or the gross proceeds resulting from those salesany, return for us. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares The failure of our common stock at any time throughout the term management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow. See □Use of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidProceeds.□
Appears in 1 contract
Samples: beyondspringpharma.com
RISK FACTORS. You An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks described below and discussed under the section titled sections captioned “Risk Factors” contained in our most recent Annual Report on Form 10-K and K, as well as in any of our subsequent Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934and Current Reports on Form 8-K, as amended, or the Exchange Act, each of which is are incorporated by reference in this prospectus herein in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stockoffering. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose part or all of your investment. This prospectus and the incorporated documents also contain forward-looking statements that involve risks below and incorporated by reference uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned below. Forward-looking statements included in this prospectus are not the only ones we face. Additional risks not currently known based on information available to us or that we currently deem immaterial may also affect our business operationson the date hereof, and all forward-looking statements in documents incorporated by reference are based on information available to us as of the date of such documents. Please also read carefully the section below titled “Special Note Regarding ForwardWe disclaim any intent to update any forward-Looking Statements.” looking statements. Risks Relating Related to the This Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of the net proceeds from this offering, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully. The Our management will have broad discretion as to the use of the net proceeds from this offering will be used and could use them for working capital and general corporate purposespurposes other than those contemplated at the time of this offering. Accordingly, which may include, among other things, you are relying on the advancement of the development judgment of our product candidate, IMVT-1401. We may also management with regard to the use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being will be used appropriately. The net It is possible that the proceeds may will be used invested in a way that does not yield a favorable, or any, return for corporate purposes that do not increase our operating results or enhance the Company. Purchasers will experience immediate dilution in the book value per share of our common stock. If you purchase our the common stock purchased in the offering. The shares sold in this offering, you if any, will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock be sold in this offering from time to time will be sold at various prices; however. However, we expect that the per share offering prices in this offering price of our common stock will be substantially higher than the as adjusted net tangible book value per share of our outstanding common stock. Therefore, if you purchase After giving effect to the sale of shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value aggregate amount of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold $50,000,000 at an assumed public offering price of $44.15 36.00 per share, the last reported sale price of our common stock on the February 7, 2018 on The Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000Capital Market, and after deducting offering commissions and estimated offering expenses payable by usexpenses, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price 2017 would have been approximately $99.2 million or approximately $9.66 per share. This represents an immediate increase in net tangible book value of approximately $3.93 per share to our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $26.34 per share to purchasers of our common stock in this offering. Because the sales of the shares offered under this prospectus will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. Any purchaser of the shares we sell, as well as any existing stockholder, will experience significant dilution if we sell shares at prices significantly below the price at which the purchaser or existing stockholder invested. Further, the future exercise of any outstanding options could result in further dilution to purchase investors and any additional shares issued in connection with acquisitions will result in dilution to investors. In addition, the market price of our common stock could fall as a result of resales of any of these shares of common stock or due to an increased number of shares available for sale in the issuance market. As of September 30, 2017, we had 1,027,321 shares of our common stock issuable upon the exercise of stock options outstanding, of which 331,832 shares were vested as of such date, and 67,260 shares of common stock upon reserved for future issuance under our 2016 Equity Incentive Plan, or the vesting 2016 Plan, plus up to an additional 163,288 shares subject to outstanding stock options granted under the Biodel Inc. 2010 Stock Incentive Plan, as amended, or the 2010 Plan, which may be issued under the 2016 Plan solely after the forfeiture, expiration or cancellation of such stock options. In addition, in September 2017, our board of directors adopted the Albireo Pharma, Inc. 2017 Inducement Equity Incentive Plan, or the Inducement Plan, without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, pursuant to which we may grant stock options, stock awards and settlement other stock-based awards for up to a total of any outstanding restricted 150,000 shares of common stock units or conversion to new employees of Series A preferred the Company. Also, in January 2018, we issued 2,265,500 shares of our common stock will cause you to experience additional dilution. See the section titled "Dilution" for more informationin an underwritten public offering at a public offering price of $33.00 per share. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offeringstock. We may cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is less equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible into or exchangeable into for our common stock, stock in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: ir.albireopharma.com
RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled captioned “Risk Factors” contained in our most recent Annual Report annual report on Form 10-K and Quarterly Reports on Form 10-Q for the year ended December 31, 2019, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus supplement in their entirety, together with other information in this prospectusprospectus supplement, and the information and documents incorporated by reference in this prospectusprospectus supplement, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, operating results, prospects or financial condition, results of operations or cash flow condition could be harmedmaterially and adversely affected. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks described below and incorporated by reference in this prospectus are not the only ones that we face. Additional risks not currently presently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the this Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The We intend to use the net proceeds proceeds, if any, from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the working capital, funding our clinical programs and other research and development of our product candidateactivities, IMVT-1401and capital expenditures. We may also use a portion of the net proceeds to in-licenselicense intellectual property or to make acquisitions or investments, acquire or invest in complementary businesses or products; however, although we have no current commitments or obligations agreements to do soenter into such licenses, acquisitions or investments. See “Use of Proceeds.” Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur You may experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase. The shares price per share of our common stock sold in this offering from time to time will being offered may be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 10,330,578 shares of common stock are sold at an assumed public offering a price of $44.15 7.26 per share, the last reported sale price of our common stock on the The Nasdaq Global Select Market on January 13February 26, 20212020, for aggregate gross proceeds of $150,000,00075.0 million in this offering, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will suffer immediate and substantial dilution of $38.39 5.09 per share, representing the difference between our the as adjusted net tangible book value per share of our common stock as of September 30December 31, 2020, 2019 after giving effect to this offering and the assumed public offering price of $7.26 per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "entitled “Dilution" ” below for a more informationdetailed discussion of the dilution you will incur if you purchase common stock in this offering. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future we expect to offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offeringstock. We may cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is less equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible into or exchangeable into for our common stock, stock in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider carefully the risks and uncertainties described below and discussed under below, together with all of the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference other information included in this prospectus in their entiretysupplement, together with other information in this the accompanying prospectus, and the information and documents incorporated by reference hereinand therein, including the risks described under the heading “Risk Factors” beginning on page 9 of our Annual Report, as well as in this prospectus, and any free writing prospectus that the other documents we have authorized for use in connection file with this offering before you make a decision to invest in our common stockthe SEC. If any of the following events risks described below, or incorporated by reference into this prospectus, actually occur, our business, financial condition, results of operations or cash flow and future prospects could be harmedsuffer. This could cause In that case, the trading price of our common stock to may decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus uncertainties we have described are not the only ones we face. Additional risks and uncertainties not currently presently known to us or that we currently deem immaterial may also affect our business operationsbusiness, financial condition, results of operations and future prospects. Please also read carefully Certain statements below are forward-looking statements. See the section below titled information included under the heading “Special Note Regarding Forward-Looking StatementsInformation.” Risks Relating Related to this Offering You may experience immediate and substantial dilution in the Offering Our management team book value of your investment. The offering price per share in this offering may invest or spend exceed the pro forma net tangible book value per share of our common stock outstanding prior to this offering. Assuming that an aggregate of 7,739,938 shares of our common stock are sold at a price of $3.23 per share, the last reported sale price of our common stock on the NYSE American market on November 11, 2020, for aggregate gross proceeds of $25.0 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $2.46 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options, warrants or the delivery of shares upon vesting of restricted stock units could result in further dilution of your investment. Management will have broad discretion to determine how to use the funds raised in this offering, and may use them in ways with which you that may not agree enhance our operating results or in ways which may not yield a significant returnthe price of our common stock. Our management will have broad discretion over the use of proceeds from this offering. The net , and we could spend the proceeds from this offering will be used in ways our stockholders may not agree with or that do not yield a favorable return. We intend to use the net proceeds of this offering for continued product development, clinical studies, product commercialization, working capital and other general corporate purposes, which including potential strategic acquisitions. However, our use of these proceeds may include, among other things, differ substantially from our current plans. If we do not invest or apply the advancement proceeds of the development of this offering in ways that improve our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; howeveroperating results, we may fail to achieve expected financial results, which could have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceedsa material adverse effect on our business, financial condition, operating results and cash flow, and you will not have the opportunity, as part of your investment decision, which could cause our stock price to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more informationdecline. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share paid by investors in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by any investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. Notably, we may sell up to approximately $2.9 million in aggregate amount of shares of common stock pursuant to the Equity Distribution Agreement that we entered into with Xxxxxxxxxxx on September 7, 2018. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by any investors in this offering. Future sales of substantial amounts of our common stock, or the possibility that such sales could occur, could adversely affect the market price of our common stock. We may issue up to $25.0 million of our common stock from time to time in this offering. The issuance from time to time of shares of our common stock in this offering, as well as the fact that we have the ability to issue such shares in this offering, could have the effect of depressing the market price or increasing the market price volatility of our common stock. It is not possible to predict the actual number of shares of our common stock we will sell under the sales agreementDistribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement Distribution Agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock the Designated Agents at any time throughout the term of the sales agreementDistribution Agreement. The number of shares of our common stock that are sold through SVB Leerink the Designated Agents after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink the Designated Agents in any instruction to sell sharesapplicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will may be sold in “at the market offerings,market” offerings or in privately negotiated transactions, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: ir.volition.com
RISK FACTORS. You Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you should consider carefully the risks and uncertainties described below and under the heading "Risk Factors" contained in any related free writing prospectus, and discussed under the section titled “"Risk Factors” " contained in our most recent Annual Report on Form 10-K and in our most recent Quarterly Reports Report on Form 10-Q Q, as updated or superseded by our well as any amendments thereto reflected in subsequent filings under with the Securities Exchange Act of 1934SEC, as amended, or the Exchange Act, each of which is are incorporated by reference in into this prospectus supplement in their entirety, together with other information in this prospectusprospectus supplement, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized may authorize for use in connection with this offering before you make offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a decision reliable indicator of future performance, and historical trends should not be used to invest anticipate results or trends in our common stockfuture periods. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “"Special Note Regarding Forward-Looking Statements.” " Risks Relating Related to this Offering and Ownership of Our Class A Common Stock You may incur immediate and substantial dilution as a result of this offering. The offering price per share of our Class A common stock in this offering may exceed the Offering Our management team net tangible book value per share of our Class A common stock outstanding prior to this offering. Assuming that an aggregate of 7,251,631 shares of our Class A common stock are sold at a price of $13.79 per share, the last reported sale price of our Class A common stock on The Nasdaq Global Select Market on August 11, 2020, for aggregate gross proceeds of $100.0 million, and after deducting commissions and estimated offering expenses payable by us, you would experience immediate dilution of $6.71 per share, representing the difference between our adjusted net tangible book value per share as of June 30, 2020, after giving effect to this offering, and the assumed public offering price. The exercise of outstanding stock options and vesting of restricted stock units could result in further dilution of your investment. See "Dilution" beginning on page S-14 of this prospectus supplement for a more detailed description of the dilution to new investors in this offering. We will have broad discretion in the use of proceeds from this offering and may invest or spend the proceeds of this offering in ways with which you may do not agree or and in ways which that may not yield a significant return. Our management We will have broad discretion over the use of proceeds from this offering. The You may not agree with our decisions, and our use of the proceeds may not yield any return on your investment in us. Our failure to apply the net proceeds from of this offering will be used for working capital and general corporate purposeseffectively could result in financial losses that could materially impair our ability to pursue our growth strategy, which may includecause the price of our Class A common stock to decline, among other things, the advancement of the delay development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds products or require us to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience raise additional dilution. See the section titled "Dilution" for more informationcapital. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our Class A common stock or other securities convertible into or exchangeable for our Class A common stock at prices that may not be in the same as the price per share in this offeringfuture. We may cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is less equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Class A common stock, stock or other securities convertible into or exchangeable into for our Class A common stock, stock in future transactions may be higher or lower than the price per share paid by investors in this offering. It is The market price of our stock has been and may continue to be volatile, and you could lose all or part of your investment The market price for our Class A common stock has fluctuated significantly from time to time, for example, varying between a high of $29.35 on March 4, 2020 and a low of $9.51 on November 27, 2019. The trading price of our Class A common stock has been and may continue to be highly volatile and subject to wide fluctuations in response to various factors, some of which we cannot possible control. In addition to predict the actual number factors discussed in this "Risk Factors" section, these factors include: § our ability to advance ATRC-101 or potential future product candidates into the clinic; § results of shares we will sell under the sales agreementpreclinical studies and clinical trials of ATRC-101 or potential future product candidates, or the gross proceeds resulting from those sales. Subject to certain limitations of our competitors or potential future partners; § regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our products; § the success of competitive products or technologies; § introductions and announcements of new products by us, our future commercialization partners, or our competitors, and the timing of these introductions or announcements; § actions taken by regulatory agencies with respect to our products, clinical trials, manufacturing process or sales agreement and compliance with applicable lawmarketing terms, we have collaborations or capital commitments; § actual or anticipated variations in our financial results or those of companies that are perceived to be similar to us; § the discretion to deliver instruction to SVB Leerink to sell shares success of our efforts to acquire or in-license additional technologies, products or product candidates; § developments concerning any future collaborations, including, but not limited to, those with our sources of manufacturing supply and our commercialization partners; § market conditions in the pharmaceutical and biotechnology sectors; § announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; § developments or disputes concerning patents or other proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our products; § our ability or inability to raise additional capital and the terms on which we raise it; § the recruitment or departure of key personnel; § changes in the structure of healthcare payment systems; § actual or anticipated changes in earnings estimates or changes in stock market analyst recommendations regarding our Class A common stock, other comparable companies or our industry generally; § our failure or the failure of our competitors to meet analysts' projections or guidance that we or our competitors may give to the market; § fluctuations in the valuation of companies perceived by investors to be comparable to us; § announcement and expectation of additional financing efforts; § speculation in the press or investment community; § trading volume of our Class A common stock; § sales of our Class A common stock at any time throughout by us or our stockholders; § the term concentrated ownership of our Class A common stock; § changes in accounting principles; § terrorist acts, acts of war or periods of widespread civil unrest; § natural disasters and other calamities; and § general economic, industry and market conditions. In addition, the sales agreementstock market in general, and The Nasdaq Global Select Market and biotechnology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies, including very recently in connection with the ongoing COVID-19 pandemic, which has resulted in decreased stock prices for many companies notwithstanding the lack of a fundamental change in their underlying business models or prospects. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of Broad market and industry factors, including potentially worsening economic conditions and other adverse effects or developments relating to the ongoing COVID-19 pandemic, may negatively affect the market price of our Class A common stock, regardless of our actual operating performance. The realization of any of the above risks or any of a broad range of other risks, including those described in this "Risk Factors" section, could have a dramatic and material adverse impact on the market price of our Class A common stock. Sales of a substantial number of shares of our Class A common stock during in the sales periodpublic market could cause our stock price to fall. Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. These sales, or the limits we set with SVB Leerink perception in any instruction the market that the holders of a large number of shares intend to sell shares, and could reduce the demand for market price of our Class A common stock. Moreover, certain holders of our Class A common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretionrights, subject to market demandcertain conditions, to vary the timing, prices, and numbers of require us to file registration statements covering their shares sold or to include their shares in this offeringregistration statements that we may file for ourselves or other stockholders. In addition, subject We do not intend to the final determination by pay dividends on our board of directors, there is no minimum or maximum sales price for shares Class A common stock so any returns will be limited to be sold in this offering. Investors may experience a decline in the value of our stock. We currently anticipate that we will retain future earnings for the shares they purchase in this offering as a result development, operation and expansion of sales made at prices lower than our business and do not anticipate declaring or paying any cash dividends for the prices they paidforeseeable future. Any return to stockholders will therefore be limited to the appreciation of their stock.
Appears in 1 contract
Samples: ir.atreca.com
RISK FACTORS. You should consider carefully the risks described below and discussed under in the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934Q, as amendedfiled with the SEC, or the Exchange Act, each of which is are incorporated by reference in this prospectus supplement in their entirety, and in our subsequent filings with the SEC incorporated by reference in this prospectus supplement, together with other information in this prospectusprospectus supplement, and the information and documents incorporated by reference in this prospectusprospectus supplement, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our Class A common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our Class A common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus supplement are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to This Offering We will have broad discretion in the Offering Our management team may invest or spend use of the net proceeds of from this offering in ways with which you and may not agree or in ways which may not yield a significant returnuse them effectively. Our management will have broad discretion over in the use application of the net proceeds from this offering, if any, and could spend the proceeds in ways that do not improve our business, financial condition or results of operations or enhance the value of our Class A common stock. The We currently intend to use the net proceeds from this offering will be used offering, if any, for working capital and general corporate purposes, which may include clinical trials and other research and development expenses, working capital, and general and administrative expenses, which may include, among other things, the advancement of the development of our product candidatefunding research and development, IMVT-1401clinical trials, vendor payables, potential regulatory submissions, hiring additional personnel and capital expenditures. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however. The failure by our management to apply these funds, if any, effectively could result in financial losses that could harm our business, cause the price of our Class A common stock to decline and delay the development of our product candidates. Pending their use, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of may invest the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in from this offering, you will incur if any, in a manner that does not produce income or that loses value. Purchasers may experience immediate and substantial dilution in the tangible net tangible book value of your common stocktheir investment. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of our Class A common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 15,000,000 shares of our Class A common stock are sold at an assumed public offering a price of $44.15 10.00 per shareshare pursuant to this prospectus supplement, which was the last reported sale price of our Class A common stock on the Nasdaq Global Select Market on January 13August 23, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us2022, you would incur experience immediate dilution of $38.39 6.28 per share, representing the a difference between our pro forma as adjusted net tangible book value per share as of September June 30, 20202022, after giving effect to this offering and the assumed redemption or exchange of all LLC Interests owned by the Continuing LLC Owners for shares of Class A common stock, and the assumed public offering price per shareprice. FurtherTo the extent that any options are exercised, any restricted stock units vest and are settled, any shares are purchased under our Employee Stock Purchase Plan, any new equity awards are issued under our equity incentive plan, or we otherwise issue additional shares of Class A common stock in the future exercise (including shares issued in connection with strategic and other transactions), you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of any outstanding options to purchase shares of common stock equity or convertible debt securities, the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you these securities could result in further dilution to experience additional dilutionour stockholders. See the section titled "“Dilution" ” on page S-13 of this prospectus supplement for a more informationdetailed illustration of the dilution you would incur if you participate in this offering. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our Class A common stock or other securities convertible into or exchangeable for our Class A common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Class A common stock, or securities convertible or exchangeable into Class A common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. Future sales of a significant number of our shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our shares of Class A common stock or cause it to be highly volatile. Sales of a substantial number of shares of our Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of shares of our Class A common stock or cause it to be highly volatile and impair our ability to raise capital through the sale of additional equity securities. A substantial number of shares of Class A common stock are being offered by this prospectus supplement, and we cannot predict if and when shares sold in this offering, if any, will be resold in the public markets. We cannot predict the number of these shares that might be resold nor the effect that future sales of our shares of Class A common stock would have on the market price of shares of our Class A common stock. It is not possible to predict the actual number of shares we will sell under the sales agreementSales Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement Sales Agreement and compliance with applicable lawlaws, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock the Agents at any time throughout the term of the sales agreementSales Agreement. The number of shares that are sold through SVB Leerink the Agents after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our Class A common stock during the sales periodterm of the Sales Agreement, the limits we set with SVB Leerink the Agents in any instruction to sell sharesapplicable placement notice, and the demand for our Class A common stock during the sales periodterm of the Sales Agreement. Because the price per share of each share sold will fluctuate during this offeringthe term of the Sales Agreement, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those salesthe sales of shares of Class A common stock offered under this prospectus supplement. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. The multi-class structure of our common stock has the effect of concentrating voting control which will limit your ability to influence the outcome of important transactions, including a change in control. Our Class B common stock has 10 votes per share, our Class A common stock, which we are selling in this offering, has one vote per share and Class C common stock has no voting rights, except as required by law. Immediately following this offering of Class A common stock, assuming that an aggregate of 15,000,000 shares of our Class A common stock are sold at a price of $10.00 per share pursuant to this prospectus supplement, which was the last reported sale price of our Class A common stock on the Nasdaq Global Market on August 23, 2022, the holders of our outstanding Class B common stock will collectively hold more than 86% of the voting power of our outstanding capital stock. Because of the 10-to-1 voting ratio between our Class B common stock and Class A common stock, the holders of our Class B common stock collectively control a majority of the combined voting power of our capital stock and therefore are able to control all matters submitted to our stockholders for approval so long as the shares of our Class B common stock represent more than 9% of all outstanding shares of our Class A common stock and Class B common stock. These holders of our Class B common stock may also have interests that differ from other stockholders and may vote in a way which may be adverse to other stockholder interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock. The exchange of LLC Interests for Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, Xxx Xxxxx, together with his affiliates, retains a significant portion of his holdings of our Class B common stock for an extended period of time, he could control a significant portion of the voting power of our capital stock for the foreseeable future. As a board member, Xxx Xxxxx owes a fiduciary duty to our stockholders and must act in good faith and in a manner to be in the best interests of our stockholders. As a stockholder, Xxx Xxxxx is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should carefully consider carefully the risks described below and those discussed under the section titled Section captioned “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the fiscal year ended December 31, 2016, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is are incorporated by reference in this prospectus in their entiretysupplement and the accompanying prospectus, together with other information in this prospectus supplement, the accompanying prospectus, and the information and documents incorporated by reference in this prospectusherein and therein, and in any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stockoffering. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known Risks Related to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating This Offering Management will have broad discretion as to the Offering Our management team may invest or spend use of the proceeds of from this offering in ways with which you offering, and we may not agree or in ways which may not yield a significant returnuse the proceeds effectively. Our management will have broad discretion over with respect to the use of proceeds from of this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceeds.” You will be relying on the judgment of our management regarding the application of the proceeds of this offering. The net proceeds from this offering will be used for working capital results and general corporate purposes, which may include, among other things, the advancement effectiveness of the development use of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceedsare uncertain, and you will not have the opportunity, as part of your investment decision, to assess whether we could spend the proceeds are being used appropriately. The net proceeds may be used for corporate purposes in ways that you do not agree with or that do not increase improve our operating results of operations or enhance the value of our common stock. If you purchase Our failure to apply these funds effectively could harm our business, delay the development of our product candidates and cause the price of our common stock to decline. You will experience immediate dilution in the book value per share of the common stock purchased in the offering. The shares sold in this offering, you if any, will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock be sold in this offering from time to time will be sold at various prices; however. However, we expect that the per share offering prices in this offering price of our common stock will be substantially higher than the as adjusted net tangible book value per share of our outstanding common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 4,232,804 shares of our common stock are sold at an assumed public offering price of $44.15 9.45 per share, the last reported sale price of our common stock on the The Nasdaq Global Select Capital Market on January 13December 28, 20212017, for aggregate gross proceeds of approximately $150,000,00040,000,000, and after deducting offering commissions and estimated offering expenses payable by us, us you would incur will experience immediate dilution of $38.39 7.69 per share, share representing the difference between our the pro forma as adjusted net tangible book value of $1.76 per share of our common stock as of September 30, 2020, 2017 after giving effect to this offering and the assumed public offering price per shareprice. Further, the future The exercise of any outstanding stock options to and warrants may result in further dilution of your investment. See section titled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase shares in this offering. Issuances of shares of common stock or securities convertible into or exercisable for shares of common stock following this offering, as well as the issuance exercise of options and warrants outstanding, will dilute your ownership interests and may adversely affect the future market price of our common stock. As a development stage company we will need additional capital to fund the development and commercialization of our product candidates. We may seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to be diluted. In addition, we have a significant number of options and warrants to purchase shares or our common stock outstanding. If these securities are exercised, you may incur further dilution. Moreover, to the extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, shareholders may experience further dilution. A substantial number of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may be sold in the future offer additional market following this offering, which may depress the market price for our common stock. Sales of a substantial number of shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future public market following this offering could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including cause the market price of our common stock during to decline. A substantial majority of the sales period, the limits we set with SVB Leerink in any instruction to sell sharesoutstanding shares of our common stock are, and the demand for our shares of common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times upon issuance will likely pay different pricesbe, and so may experience different levels freely tradable without restriction or further registration under the Securities Act of dilution and different outcomes in their investment results. We will have discretion1933, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidamended.
Appears in 1 contract
Samples: ir.societalcdmo.com
RISK FACTORS. You Investing in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks described below risks, uncertainties and all risk factors set forth in this prospectus supplement and the base prospectus to which it relates, as well as any documents incorporated by reference in this prospectus, including the risk factors discussed under the section titled heading “Risk Factors” contained in our most recent Annual Report on Form 10-K for the year ended December 31, 2019, as amended, and Quarterly Reports each subsequently filed quarterly report on Form 10-Q as updated and current reports on Form 8-K, which may be amended, supplemented or superseded from time to time by our subsequent filings under the Securities Exchange Act of 1934, as amended, or other reports we file with the Exchange Act, each of which is incorporated by reference Commission in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with future. Risks related to this offering before you make a decision to invest in Future sales or other issuances of our common stock could depress the market for our common stock. If any Sales of a substantial number of shares of our common stock, or the following events actually perception by the market that those sales could occur, whether through this offering or other offerings of our businesssecurities, financial condition, results of operations or cash flow could be harmed. This could cause the trading market price of our common stock to decline and you may lose all or part could make it more difficult for us to raise funds through the sale of your investmentequity in the future. The risks below and incorporated by reference in this prospectus are not We have broad discretion to use the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the net proceeds of from this offering in ways with which you may not agree or in ways which and our investment of these proceeds pending any such use may not yield a significant favorable return. Our Because we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds as to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunityproceeds from this offering, as part described below in “Use of your investment decision, to assess whether Proceeds,” and could use them for purposes other than those contemplated at the proceeds are being used appropriatelytime of the offering. The Our management may use the net proceeds may be used for corporate purposes that do may not increase improve our operating results financial condition or enhance the market value of our common stock. If you This offering is being conducted on a “commercially reasonable efforts” basis; we cannot guarantee our success in raising additional capital in this offering. The Sales Agent will be attempting to sell the shares of our common stock offered under this prospectus supplement on a “commercially reasonable efforts” basis, and the Sales Agent is under no obligation to purchase any shares of our common stock offered under this prospectus supplement for their own account. Neither we nor the Sales Agent is required to sell any specific number or dollar amount of shares of common stock in this offering but will use its commercially reasonable efforts to sell the shares of our common stock offered in this prospectus supplement at management’s direction. As a “commercially reasonable efforts” offering, you there can be no assurance that the offering contemplated hereby will incur ultimately be consummated Our failure to raise additional capital through the offering contemplated in this prospectus supplement may cause us to cease as a going concern and investors in our securities may lose their entire investment. Purchasers in this offering will experience immediate and substantial dilution in the net tangible book value of your common stocktheir investment. The shares public offering price of our common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be is substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in as of March 31, 2020, before giving effect to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at At an assumed public offering price of $44.15 1.00 per share, share (which was the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13June 5, 2021, for aggregate gross proceeds of $150,000,0002020), and after deducting offering commissions and estimated offering expenses and estimated sales agent commissions payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as after giving effect to the sale of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholdersaggregate amount of $1,537,366 at the assumed offering price would be $0.18. The price per share at which we sell additional shares Accordingly, purchasers of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock in this offering will incur immediate and substantial dilution of approximately $0.82 per share, representing the difference between the as adjusted book value per share of our securities after the offering and the book value per share of our securities prior to the offering as of March 31, 2020. If the price at any time throughout which the term shares of our common stock are sold in this offering increases, the dilution experienced by such purchasers will increase proportionately. Furthermore, if the remaining outstanding note is converted, or if outstanding options or warrants are exercised, you could experience further dilution. For a further description of the sales agreementdilution that our stockholders will experience immediately after this offering, see the section in this prospectus supplement entitled “Dilution” on page S-29 of this prospectus supplement. Our stock price can be volatile, which increases the risk of litigation, and may result in a significant decline in the value of your investment. The number trading price of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of common stock has historically been, and is likely to continue to be, highly volatile and subject to wide fluctuations in price in response to various factors, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose part or all of your investment in our common stock. These factors include, but are not limited to, the following: ● price and volume fluctuations in the overall stock market from time to time; ● changes in the market valuations, stock market prices and trading volumes of similar companies; ● actual or anticipated changes in our net loss or fluctuations in our operating results or in the expectations of securities analysts; ● the issuance of new equity securities pursuant to a future offering, including potential issuances of preferred stock; ● general economic conditions and trends; ● positive and negative events relating to the overall blockchain and crypto mining sector; ● major catastrophic events, including the effects of COVID-19; ● sales of large blocks of our stock; ● additions or departures of key personnel; ● changes in the regulatory status of cryptocurrencies, cryptocurrency exchanges, and miners of cryptocurrencies; ● announcements of new products or technologies, commercial relationships or other events by us or our competitors; ● regulatory developments in the United States and other countries; ● failure of our common stock to maintain their listing on the NASDAQ markets or other national market system; ● changes in accounting principles; and ● discussion of us or our stock price by the financial and scientific press and in online investor communities. In addition, equity markets in general, and the market for blockchain companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies traded in those markets. These broad market and industry factors may materially affect the market price of our common stock during stock, regardless of our development and operating performance. In the sales periodpast, the limits we set with SVB Leerink following periods of volatility in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different pricesprice of a company’s securities, securities class-action litigation has often been instituted against that company, including Marathon. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject Due to the final determination by volatility of our board stock price, we are currently and may be the target of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline securities litigation in the value of future. Securities litigation could result in substantial costs and divert management’s attention in the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidfuture attention and resources from our business.
Appears in 1 contract
Samples: Lease Agreement
RISK FACTORS. You Investing in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks and uncertainties described below and discussed under the section titled heading “Risk Factors” contained in our most recent Annual Quarterly Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under for the Securities Exchange Act of 1934period ended March 31, as amended2016, or the Exchange Act, each of which is are incorporated by reference in into this prospectus in their entirety, as updated or superseded by the risks and uncertainties described under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus, together with the other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized may authorize for use in connection with this offering before you make offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a decision reliable indicator of future performance, and historical trends should not be used to invest anticipate results or trends in our common stockfuture periods. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Additional Risks Relating Related to This Offering Management will have broad discretion as to the Offering Our management team may invest or spend use of the proceeds from this offering, and may not use the proceeds effectively. Because we have not designated the amount of net proceeds from this offering in ways with which you may not agree or in ways which may not yield a significant return. Our to be used for any particular purpose, our management will have broad discretion over as to the use application of proceeds from this offering. The the net proceeds from this offering will be used and could use them for working capital and general corporate purposes, which may include, among purposes other things, than those contemplated at the advancement time of the development of our product candidate, IMVT-1401offering. We Our management may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do may not increase improve our operating results financial condition or enhance the value of our common stockmarket value. If you purchase our common stock in this offering, you will incur You may experience immediate and substantial dilution in the net tangible book value of your common stockdilution. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 8,598,452 shares of our common stock are sold at an assumed public offering a price of $44.15 11.63 per share, the last reported sale price of our common stock on the Nasdaq NASDAQ Global Select Market on January 13May 6, 20212016, for aggregate gross proceeds of $150,000,000100 million, and after deducting offering commissions and estimated offering expenses payable by us, you would incur will experience immediate dilution of $38.39 7.56 per share, representing the difference between our as adjusted net tangible book value per share as of September 30March 31, 2020, 2016 after giving effect to this offering and the assumed public offering price per shareprice. Further, the future The exercise of any outstanding stock options to purchase shares and warrants will result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "“Dilution" ” below for a more information. You may experience future detailed illustration of the dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share you would incur if you participate in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: investors.chinooktx.com
RISK FACTORS. You should An investment in our securities involves risks. We urge you to consider carefully the risks described below below, and discussed in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision, including those risks identified under the section titled “Item IA. Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under for the Securities Exchange Act of 1934year ended December 31, as amended2015, or the Exchange Act, each of which is incorporated by reference in this prospectus supplement and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, including those that relate to any particular securities we offer, may be included in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any a future prospectus supplement or free writing prospectus that we have authorized for use authorize from time to time, or that are incorporated by reference into this prospectus supplement or the accompanying prospectus in connection with this offering before you make a decision to invest in our common stockoffering. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled entitled “Special Cautionary Note Regarding Forward-Looking Statements.” Risks Relating Related to this Offering Sales of our common stock in this offering, or the Offering Our management team perception that such sales may invest or spend occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $75 million from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering in ways with which you may not agree or in ways which may not yield a significant returncould have the effect of depressing the market price of our common stock. Our management will have broad discretion over the use of the net proceeds from this offering. The net , you may not agree with how we use the proceeds, and the proceeds from this offering will may not be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soinvested successfully. Our management will have considerable broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for Abeona. You may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase in the offering. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted pro forma net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 17,281,106 shares of our common stock are sold at an assumed public offering a price of $44.15 4.34 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021The NASDAQ Capital Market, for aggregate gross proceeds of up to approximately $150,000,00075 million, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will experience immediate dilution of $38.39 2.36 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September June 30, 2020, 2016 after giving effect to this offering and the assumed public offering price per shareprice. Further, the future The exercise of any outstanding stock options to purchase shares will result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "below entitled “Dilution" ” for a more information. You may experience future detailed illustration of the dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share you would incur if you participate in this offering. We will require additional capital funding, the receipt of which may sell shares or other securities in any other offering at a price per share that is less than impair the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares value of our common stock, or securities convertible or exchangeable into common stock, in . Our future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based capital requirements depend on a number of many factors, including the market price of our common stock during the research, development, sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment resultsmarketing activities. We will have discretionneed to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to develop our drug candidates. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, subject to market demandif at all. To the extent we raise additional capital by issuing equity securities, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors stockholders may experience a decline in substantial dilution and the value of the shares they purchase in this offering as a result of sales made at prices lower new equity securities may have greater rights, preferences or privileges than the prices they paidour existing common stock.
Appears in 1 contract
Samples: investors.abeonatherapeutics.com
RISK FACTORS. Investing in our common stock involves a high degree of risk. You should consider carefully review the risks and uncertainties described below and discussed under the section titled caption “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the fiscal year ended December 31, 2020, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934quarterly, as amended, or the Exchange Act, each of which is annual and other reports and documents that are incorporated by reference into this prospectus supplement, before deciding whether to purchase any common stock in this prospectus in their entiretyoffering. Each of the risk factors could adversely affect our business, together with other information in this prospectusoperating results, financial condition and prospects, as well as adversely affect the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest value of an investment in our common stock. If , and the occurrence of any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could these risks might cause the trading price of our common stock you to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently presently known to us or that we currently deem believe are immaterial may also affect significantly impair our business operations. Please also read carefully Additional Risks Related to This Offering We have broad discretion in how we use the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team net proceeds from this offering, and we may invest not use these proceeds effectively or spend the proceeds of this offering in ways with which you may agree. We have not agree or in ways which may not yield a significant returndesignated any portion of the net proceeds from this offering to be used for any particular purpose. Our management will have broad discretion over as to the use application of proceeds from this offering. The the net proceeds from this offering will be used and could use them for working capital purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and general corporate purposesspend the net proceeds. Moreover, which our management may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do may not increase our operating results or enhance the value market price of our common stock. If you purchase our common stock See “Use of Proceeds” in this offering, you will incur prospectus supplement for more detailed information. You may experience immediate and substantial dilution in the net tangible book value of your common stockdilution. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You should An investment in our securities involves risks. We urge you to consider carefully the risks described below below, and discussed in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision, including those risks identified under the section titled “Item IA. Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under for the Securities Exchange Act of 1934year ended December 31, as amended2016, or the Exchange Act, each of which is incorporated by reference in this prospectus supplement and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, including those that relate to any particular securities we offer, may be included in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any a future prospectus supplement or free writing prospectus that we have authorized for use authorize from time to time, or that are incorporated by reference into this prospectus supplement or the accompanying prospectus in connection with this offering before you make a decision to invest in our common stockoffering. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled entitled “Special Cautionary Note Regarding Forward-Looking Statements.” Risks Relating Related to this Offering Sales of our common stock in this offering, or the Offering Our management team perception that such sales may invest or spend occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $13.0 million from time to time in connection with this offering offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in ways with which you may not agree or in ways which may not yield a significant returnthis offering, could have the effect of depressing the market price of our common stock. Our management will have broad discretion over the use of the net proceeds from this offering. The net , you may not agree with how we use the proceeds, and the proceeds from this offering will may not be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soinvested successfully. Our management will have considerable broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us. You may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase in the offering. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted pro forma net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 4,980,843 shares of our common stock are sold at an assumed public offering a price of $44.15 2.61 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021The NASDAQ Capital Market, for aggregate gross proceeds of up to approximately $150,000,00013.0 million, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will experience immediate dilution of $38.39 1.79 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September June 30, 20202017, after giving effect to this offering and the assumed public offering price per shareprice. Further, the future The exercise of any outstanding warrants and stock options to purchase shares will result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "below entitled “Dilution" ” for a more information. You may experience future detailed illustration of the dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share you would incur if you participate in this offering. We will require additional capital funding, the receipt of which may sell shares or other securities in any other offering at a price per share that is less than impair the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares value of our common stock. Our future capital requirements depend on many factors, including our research, development, sales and marketing activities. We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to develop our drug candidates. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities convertible may have greater rights, preferences or exchangeable into privileges than our existing common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is We do not possible intend to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations pay dividends in the sales agreement and compliance with applicable law, we foreseeable future. We have the discretion to deliver instruction to SVB Leerink to sell shares of never paid cash dividends on our common stock at and currently do not plan to pay any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline cash dividends in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidforeseeable future.
Appears in 1 contract
Samples: ir.moleculin.com
RISK FACTORS. Investing in our shares of common stock involves a high degree of risk. You should carefully consider carefully the risks risks, uncertainties and other factors described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K K, as supplemented and Quarterly Reports updated by subsequent quarterly reports on Form 10-Q as updated and current reports on Form 8-K that we have filed or superseded by our subsequent filings under will filed with the Securities and Exchange Commission, and in other documents incorporated by reference to our filings with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended, and all other information contained or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this supplement and the accompanying base prospectus, including our consolidated financial statements and the information and documents incorporated by reference in this prospectusrelated notes, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest investing in our common stock. If any of these risks materialize, our business, financial condition or results of operations could be materially harmed. In that case, the following events actually trading price of our common stock could decline, and you may lose some or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our business operations. If any of these risks were to occur, our business, financial condition, or results of operations or cash flow could be harmedwould likely suffer. This could cause In that event, the trading price of our common stock to decline could decline, and you may could lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known Risks Related to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the This Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of the net proceeds from this offering. The net , you may not agree with how we use the proceeds, and the proceeds from this offering will may not be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soinvested successfully. Our management will have considerable broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net It is possible that the proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; howeverinvested in a way that does not yield a favorable, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Thereforeor any, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, return for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more informationPacific Ethanol. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by any investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by any investors in this offering. It is not possible to predict In addition, the actual exercise of outstanding stock options and warrants or the conversion of outstanding shares of our Series B Cumulative Convertible Preferred Stock, or Series B Preferred Stock, could result in further dilution of your investment. Sales of a significant number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout in the term public markets, or the perception that such sales could occur, could depress the market price of the sales agreementour common stock. The Sales of a substantial number of shares that are sold through SVB Leerink after of our instruction will fluctuate based on a number of factors, including common stock in the public markets could depress the market price of our common stock during and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for of our common stock during would have on the sales periodmarket price of our common stock. Because We do not intend to pay any cash dividends on our common stock in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the fair market value and trading price per share of each share sold will fluctuate during this offeringour common stock. We do not intend to pay any cash dividends on our common stock in the foreseeable future and, it is not currently possible to predict therefore, any return on your investment in our common stock must come from increases in the number fair market value and trading price of shares that will be sold or the gross proceeds to be raised in connection with those salesour common stock. The shares of common stock offered hereby will under this prospectus supplement and the accompanying base prospectus may be sold in “at the market market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in under this offering prospectus supplement and the accompanying base prospectus at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline declines in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. The actual number of shares we will issue under the sales agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a sales notice to Xxxxxxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold by Xxxxxxxxxx after we deliver a sales notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Xxxxxxxxxx. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares, if any, that will ultimately be issued You will suffer immediate and substantial dilution in the net tangible book value per share of the common stock that you purchase in this offering. The shares sold in this offering, if any, will be sold from time to time at various prices; however, the assumed public offering price of our common stock is substantially higher than the as-adjusted net tangible book value per share of our common stock. Therefore, investors purchasing shares of our common stock in this offering will pay a price per share that substantially exceeds the as-adjusted net tangible book value per share after this offering. Assuming that an aggregate of 7,389,162 shares of our common stock are sold at an assumed public offering price of $4.06 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on August 12, 2020, for aggregate gross proceeds of $30,000,000, and after deducting commissions and estimated offering expenses payable by us, new investors in this offering will experience immediate dilution of $0.29 per share, representing the difference between the assumed public offering price and our as adjusted net tangible book value per share after giving effect to this offering. See “Dilution” for a more detailed discussion of the dilution you would incur if you purchase common stock in this offering. USE OF PROCEEDS From time to time, we may sell shares of our common stock pursuant to the sales agreement with Xxxxxxxxxx, which may result in aggregate gross proceeds of up to $30,000,000, or approximately $29,025,000 in proceeds net of Xxxxxxxxxx’x fee and other offering expenses payable by the Company. Because there is no minimum amount of shares of our common stock that must be sold pursuant to our sales agreement with Xxxxxxxxxx, the actual number of shares of our common stock sold and aggregate net proceeds to us are not presently determinable and may be substantially less than the amounts set forth above. We currently intend to use the net proceeds from the sales of shares pursuant to this offering for general corporate purposes, including working capital and capital expenditures. However, we may use up to $20,000,000 of the net proceeds for the reduction of indebtedness under the following credit facilities (i) the term loan credit facility entered into by our subsidiary, Pacific Ethanol Pekin, LLC, or PE Pekin, with Compeer Financial, PCA, or Compeer, which matures on August 20, 2021 and bears interest at a rate per annum equal to the 30-day LIBOR plus 3.75%, (ii) the revolving credit facility entered into by PE Pekin with Compeer, which matures on February 1, 2022 and bears interest at a rate per annum equal to the 30-day LIBOR plus 3.75%, (iii) the term loan credit facility entered into by our subsidiary, Illinois Corn Processing, LLC, or ICP, with Compeer, which matures on September 1, 2021 and bears interest at a rate per annum equal to the 30-day LIBOR plus 3.75%, and (iv) the revolving credit facility entered into by ICP with Compeer, which matures on September 1, 2021 and bears interest at a rate per annum equal to the 30-day LIBOR plus 3.75%. DIVIDEND POLICY We have never paid cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future. We anticipate that we will retain any earnings for use in the continued development of our business. Our current and future debt financing arrangements may limit or prevent cash distributions from our subsidiaries to us, depending upon the achievement of certain financial and other operating conditions and our ability to properly service our debt, thereby limiting or preventing us from paying cash dividends on our common stock. In addition, the holders of our outstanding Series B Preferred Stock are entitled to dividends of 7% per annum, payable quarterly.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. Investing in our common stock involves a high degree of risk. You should consider carefully the following risks and uncertainties as well as the risks and uncertainties described below and discussed under in the section titled entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports for the year ended December 31, 2019, as filed with the SEC on Form March 10-Q , 2020, as updated or superseded by well as in our subsequent filings under Quarterly and Annual Reports filed with the Securities Exchange Act of 1934SEC, as amended, or the Exchange Act, each of which is descriptions are incorporated by reference in this prospectus by reference in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized may authorize for use in connection with this offering before you make a decision offering. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not currently known to invest in us, or that we currently view as immaterial, may also impair our common stockbusiness. If any of the following events risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results of operations or and cash flow could be harmedmaterially and adversely affected. This could cause In that case, the trading price of our common stock to could decline and you may might lose all or part of your investment. The risks below and incorporated by reference You should carefully consider the following information about risks, together with the other information contained in this prospectus are not the only ones we faceprospectus, before making an investment in our common stock. Additional risks not currently known Risks Related to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating This Offering Management will have broad discretion as to the Offering Our management team may invest or spend use of the proceeds from this offering, and may not use the proceeds effectively. Because we have not designated the amount of net proceeds from this offering in ways with which you may not agree or in ways which may not yield a significant return. Our to be used for any particular purpose, our management will have broad discretion over as to the use application of proceeds from this offering. The the net proceeds from this offering will be used and could use them for working capital and general corporate purposes, which may include, among purposes other things, than those contemplated at the advancement time of the development of our product candidate, IMVT-1401offering. We Our management may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares improve our financial condition or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidvalue.
Appears in 1 contract
Samples: ir.bionanogenomics.com
RISK FACTORS. Investing in our securities involves risks. You should carefully consider carefully the risks risks, uncertainties and other factors described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q as updated and Current Reports on Form 8-K that we have filed or superseded by our subsequent filings under will file with the Securities Exchange Act of 1934SEC, as amended, or the Exchange Act, each of and in other documents which is are incorporated by reference in this prospectus in their entirety, together with other information in into this prospectus, including the risk factors and the other information and documents contained in or incorporated by reference into this prospectus before investing in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our securities. Our business, financial condition, results of operations operations, cash flows or cash flow prospects could be harmedmaterially adversely affected by any of these risks. This The risks and uncertainties described in the documents incorporated by reference herein are not the only risks and uncertainties that we may face. Risks Relating to Our Common Stock and this Offering We have broad discretion as to the use of proceeds from this offering and may not use the proceeds effectively. Our management will retain broad discretion as to the allocation of the proceeds and may spend these proceeds in ways in which you may not agree. The failure of our management to apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, each of which could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stockdecline. If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stockdilution. The shares price per share of common stock sold in this offering from time to time will being offered may be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of our outstanding common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 10,162,601 shares of common stock are sold at an assumed public offering a price of $44.15 49.20 per share, the last reported sale price of shares of our common stock on the Nasdaq Global Select Market NYSE on January 13July 9, 2021, for aggregate gross proceeds of $150,000,000500,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you new investors in this offering would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price 45.51 per share. FurtherIn addition, you may also experience additional dilution after this offering on any future equity issuances. To the future exercise of any outstanding options to purchase shares of common stock or the issuance extent we issue equity securities, our stockholders will experience substantial additional dilution. See “Dilution” for additional information. The actual number of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell issue under the sales agreementDistribution Agency Agreement, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement Distribution Agency Agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock the Agents at any time throughout the term of the sales agreementDistribution Agency Agreement. The number of shares of common stock that are sold through SVB Leerink by an Agent after our instruction delivery of a placement notice to such Agent will fluctuate based depend on a number of factors, including the market price of our the shares of common stock during the sales period, the period and limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales periodAgents. Because the price per share of each share sold will fluctuate based on the market price of shares of our common stock during this offeringthe sales period, it is not currently possible at this stage to predict the number of shares of common stock that will or may be sold or the gross proceeds to be raised in connection with those salesultimately issued. The shares of common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares common stock at different times will likely pay different prices. Investors who purchase shares of common stock in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionof common stock sold, subject to the final determination by our board of directors, and there is no minimum or maximum per share sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering of common stock as a result of share sales made at prices lower than the prices they paid. Litigation in which we are or may become involved may materially adversely affect us. From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. In May 2021, a class action complaint was filed against us in the Eastern District of New York captioned Xxxxx v. Virgin Galactic Holdings, Inc., Case No. 1:21-cv-03070, alleging, among other things, that we made false and misleading statements regarding the accounting treatment of warrants to purchase shares of our common stock, which resulted in the restatement of our financial statements as of and for the years ended December 31, 2020 and 2019. This matter or other such matters may be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices, even if we believe the claims asserted against us are without merit. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled captioned “Risk Factors” contained in our most recent Annual Report annual report on Form 10-K for the year ended December 31, 2020 and Quarterly Reports Report on Form 10Form10-Q for the three months ended March 31, 2021, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus supplement in their entirety, together with other information in this prospectusprospectus supplement, and the information and documents incorporated by reference in this prospectusprospectus supplement, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, operating results, prospects or financial condition, results of operations or cash flow condition could be harmedmaterially and adversely affected. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks described below and incorporated by reference in this prospectus are not the only ones that we face. Additional risks not currently presently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the this Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The We intend to use the net proceeds proceeds, if any, from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the working capital, funding our clinical programs and other research and development of our product candidateactivities, IMVT-1401and capital expenditures. We may also use a portion of the net proceeds to in-licenselicense intellectual property or to make acquisitions or investments, acquire or invest in complementary businesses or products; however, although we have no current commitments or obligations agreements to do soenter into such licenses, acquisitions or investments. See “Use of Proceeds.” Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur You may experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase. The shares price per share of our common stock sold in this offering from time to time will being offered may be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 2,522,704 shares of common stock are sold at an assumed public offering a price of $44.15 19.82 per share, the last reported sale price of our common stock on the The Nasdaq Global Select Market on January 13May 6, 2021, for aggregate gross proceeds of $150,000,00050.0 million in this offering, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will suffer immediate and substantial dilution of $38.39 16.71 per share, representing the difference between our the as adjusted net tangible book value per share of our common stock as of September 30March 31, 2020, 2021 after giving effect to this offering and the assumed public offering price of $19.82 per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "entitled “Dilution" ” below for a more informationdetailed discussion of the dilution you will incur if you purchase common stock in this offering. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future we expect to offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offeringstock. We may cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is less equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible into or exchangeable into for our common stock, stock in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers number of shares sold in this offering. In addition, subject to the final determination by our board of directorsdirectors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: www.codexis.com
RISK FACTORS. You should An investment in our securities involves risks. We urge you to consider carefully the risks described below below, and discussed in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision, including those risks identified under the section titled “Item 1A. Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under for the Securities Exchange Act of 1934year ended December 31, as amended2020, or the Exchange Act, each of which is incorporated by reference in this prospectus supplement and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, including those that relate to any particular securities we offer, may be included in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any a future prospectus supplement or free writing prospectus that we have authorized for use authorize from time to time, or that are incorporated by reference into this prospectus supplement or the accompanying prospectus in connection with this offering before you make a decision to invest in our common stockoffering. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled entitled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to this Offering Sales of our common stock in this offering, or the Offering Our management team perception that such sales may invest or spend occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $20.0 million from time to time in connection with this offering offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in ways with which you may not agree or in ways which may not yield a significant returnthis offering, could have the effect of depressing the market price of our common stock. Our management will have broad discretion over the use of the net proceeds from this offering. The net , you may not agree with how we use the proceeds, and the proceeds from this offering will may not be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soinvested successfully. Our management will have considerable broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us. You may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase in the offering. The shares of common stock sold public offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the pro forma as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in after giving effect to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 5,434,783 shares of our common stock are sold at an assumed public offering a price of $44.15 3.68 per share, the last reported sale price of our common stock on the Nasdaq Global Select The NASDAQ Capital Market on January 13February 11, 2021, for aggregate gross proceeds of up to approximately $150,000,00020.0 million, and after deducting offering commissions and estimated offering expenses payable by us, you would incur will experience immediate dilution of $38.39 2.55 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30December 31, 2020, and the assumed public offering price per shareafter giving effect to this offering. Further, the future The exercise of any outstanding warrants and stock options to purchase shares will result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "below entitled “Dilution" ” for a more information. You may experience future detailed illustration of the dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share you would incur if you participate in this offering. We will require additional capital funding, the receipt of which may sell shares or other securities in any other offering at a price per share that is less than impair the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares value of our common stock. Our future capital requirements depend on many factors, including our research, development, sales and marketing activities. We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to develop our drug candidates. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities convertible may have greater rights, preferences or exchangeable into privileges than our existing common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the The actual number of shares we will sell issue under the sales agreement, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock either Agent at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink by the Agents after our instruction delivering a placement notice will fluctuate based on a number the market price of factors, including the common shares during the sales period and limits we set with the Agents. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible at this stage to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those salesultimately issued. The common stock offered hereby will be sold in “at the market offerings,” ”, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. We do not intend to pay dividends in the foreseeable future. We have never paid cash dividends on our common stock and currently do not plan to pay any cash dividends in the foreseeable future.
Appears in 1 contract
Samples: ir.cnspharma.com
RISK FACTORS. You Investing in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks and uncertainties described below and discussed under the section titled heading “Risk Factors” contained in our most recent Annual Report on Form 10-K K, and in our subsequent Quarterly Reports Report on Form 10-Q Q, as updated or superseded by our well as any amendments thereto reflected in subsequent filings under with the Securities Exchange Act of 1934SEC, as amended, or the Exchange Act, each of which is are incorporated by reference in into this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized may authorize for use in connection with this offering before you make offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a decision reliable indicator of future performance, and historical trends should not be used to invest anticipate results or trends in our common stockfuture periods. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled entitled “Special Note Regarding Forward-Forward- Looking Statements.” Additional Risks Relating Related to This Offering Management will have broad discretion as to the Offering Our management team may invest or spend use of the proceeds from this offering, and may not use the proceeds effectively. Because we have not designated the amount of net proceeds from this offering in ways with which you may not agree or in ways which may not yield a significant return. Our to be used for any particular purpose, our management will have broad discretion over as to the use application of proceeds from this offering. The the net proceeds from this offering will be used and could use them for working capital and general corporate purposes, which may include, among purposes other things, than those contemplated at the advancement time of the development of our product candidate, IMVT-1401offering. We Our management may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do may not increase improve our operating results financial condition or enhance the value of our common stockmarket value. If you purchase our common stock in this offering, you will incur You may experience immediate and substantial dilution in the net tangible book value of your common stockdilution. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of our common stockstock outstanding prior to this offering. Therefore, if you purchase Assuming that 22,590,361 shares of our common stock are sold in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at based on an assumed public offering sale price of $44.15 3.32 per share, the last reported sale price of a share of our common stock on the Nasdaq Global Select Market on January July 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us2020, you would incur will experience immediate dilution of $38.39 per sharedilution, representing the difference between the price you pay and our as adjusted net tangible book value per share as of September 30March 31, 2020, and the assumed public offering price after giving effect to this offering, of $0.62 per share. Further, the future The exercise of any outstanding stock options to purchase shares may result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "“Dilution" ” below for a more informationdetailed illustration of the dilution you would incur if you participate in this offering. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. We do not intend to pay dividends in the foreseeable future. We have never paid cash dividends on our common stock and currently do not plan to pay any cash dividends in the foreseeable future. It is not possible to predict the actual number of shares we will sell aggregate proceeds resulting from sales made under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock Xxxxxx Xxxxxxxxxx & Co., or Xxxxxx Xxxxxxxxxx, at any time throughout the term of the Controlled Equity OfferingSM Sales Agreement, or sales agreement. The number of shares that are sold through SVB Leerink Xxxxxx Xxxxxxxxxx after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the any limits we may set with SVB Leerink Xxxxxx Xxxxxxxxxx in any instruction to sell shares, applicable placement notice and the demand for our common stock during the sales periodstock. Because the price per share of each share sold pursuant to the sales agreement will fluctuate during this offeringover time, it is not currently possible to predict the number of shares that will be sold or the gross aggregate proceeds to be raised in connection with those salessales under the sales agreement. The Sales of common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers number of shares sold in this offering. In addition, subject to the final determination by our board of directorsdirectors or any restrictions we may place in any applicable placement notice delivered to Cantor Xxxxxxxxxx, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: ir.cymabay.com
RISK FACTORS. An investment in our common stock involves a high degree of risk. You should carefully consider carefully the risks described below and discussed under the section titled captioned “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under for the Securities Exchange Act of 1934fiscal year ended December 31, as amended2021, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entiretysupplement, together with all of the other information included in this prospectusprospectus supplement, and the information and documents accompanying prospectus or incorporated by reference in this prospectusherein or therein, and including any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below documents subsequently filed and incorporated by reference in reference, before making an investment decision with regard to our securities. See “Documents Incorporated by Reference” and “Where You Can Find More Information” below. Risks Related to this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating Offering Management will have broad discretion as to the Offering Our management team use of the net proceeds from this offering, and we may invest or spend not use the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant returneffectively. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds as to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, and you will not have our management may use the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do may not increase our operating results of operations or enhance the market value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development and approval of our products and cause the price of our common stock to decline. If you purchase shares of our common stock in this offering, you will incur experience immediate and substantial dilution in as a result of this offering. Because the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the price per share offering prices in this offering will being offered may be substantially higher than the as adjusted net tangible book value per share of our common stock, you will experience dilution to the extent of the difference between the offering price per share of common stock you pay in this offering and the net tangible book value per share of our common stock immediately after this offering. Our net tangible book value as of December 31, 2021 was approximately $42,037,000, or $1.03 per share of common stock. ThereforeNet tangible book value per share is equal to our total tangible assets minus total liabilities, all divided by the number of shares of common stock outstanding. See “Dilution” on page S-5 of this prospectus supplement for a more detailed illustration of the dilution you may incur if you participate in this offering. Because the sales of the shares offered hereby will be made directly into the market or in negotiated transactions, the prices at which we sell these shares will vary and these variations may be significant. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. If you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offeringsofferings or other equity issuances. To In order to raise additional capital, we may in the future offer and issue additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offeringstock. We may cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is less equal to or greater than the price per share paid by investors in this offeringprevious offerings, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible into or exchangeable into for our common stock, stock in future transactions may be higher or lower than the price per share paid by investors in this offeringprevious offerings. Further, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. In addition, the exercise of outstanding stock options and warrants or the settlement of outstanding restricted stock units would result in further dilution of your investment. It is not possible to predict the actual number of shares we will sell under the sales agreementDistribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement Distribution Agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock the Agent at any time throughout the term of the sales agreementDistribution Agreement. The number of shares that are sold through SVB Leerink the Agent after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our the common stock during the sales period, the limits we set with SVB Leerink the Agent in any instruction to sell sharesapplicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offeringthe sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby will be sold in “at in“at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so they may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: ir.ondas.com
RISK FACTORS. You An investment in our ADSs involves a high degree of risk. Prior to making a decision about investing in our ADSs, you should carefully consider carefully the risks described below specific factors discussed below, together with all of the other information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus, as well as the risks, uncertainties and assumptions discussed under the section titled Item 3, “Risk Factors,” contained in our most recent Annual Report on Form 1020-K and Quarterly Reports on Form 10-Q F for the year ended December 31, 2021, which is incorporated herein by reference, as updated or superseded by our subsequent filings filings. The Risk Factors included in our Annual Report include a discussion of specific risks related to an investment in, and ownership of, ADSs under the Securities Exchange Act caption “—Risks Related to Ownership of 1934the Company’s Ordinary Shares and the ADSs.” See “Incorporation of Information by Reference.” Each of the risk factors could adversely affect our business, results of operations, financial condition and cash flows, as amended, or well as adversely affect the Exchange Act, each value of which is incorporated by reference an investment in this prospectus in their entirety, together with other information in this prospectusour ADSs, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If occurrence of any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could these risks might cause the trading price of our common stock you to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus uncertainties we have described are not the only ones we face. Additional risks and uncertainties not currently presently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to the this Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock ADSs in this offering, you may pay a experience substantial and immediate dilution. The offering price per share ADS in any transaction that substantially exceeds is a part of this offering may exceed the net tangible book value of our tangible assets after subtracting our liabilitiesper ADS outstanding prior to this offering. Assuming that an aggregate of 3,397,508 shares of common stock 24,193,548 ADSs are sold at an assumed public offering a price of $44.15 3.10 per shareADS (equivalent to aggregate gross proceeds of $75 million), which was the last reported sale price of our common stock ADSs on the Nasdaq Global Select Market April 21, 2022 on January 13Nasdaq, 2021, for aggregate gross proceeds of $150,000,000, and then after deducting offering commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2021 would have been $144.3 million, or $1.39 per ADS, and you would incur experience immediate dilution of $38.39 1.17 per shareADS, representing the difference between our as adjusted net tangible book value per share ADS as of September 30December 31, 20202021, after giving effect to this offering, and the assumed public offering price per shareprice. FurtherYou will also experience additional dilution at the end of the vesting period for our free shares that we have granted, the future and upon exercise of any outstanding non-employee warrants or stock options to purchase ordinary shares, or if we otherwise issue additional ordinary shares or ADSs below the offering price. For a further description of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock dilution that you will cause you to experience additional dilution. See immediately after this offering, see the section of this prospectus supplement titled "“Dilution" for more information.” Because the sales of ADSs offered hereby will be made at other than a fixed price, the prices at which we sell these ADSs may vary significantly. You may Purchasers of the ADSs we sell, as well as our existing shareholders and holders of ADSs, will experience future significant dilution as a result of future equity offeringsif we sell additional ADSs at prices significantly below the price at which they invested. To raise additional capital, we may We have broad discretion in the future offer additional shares use of our common stock or other securities convertible into or exchangeable for our common stock at prices that the net proceeds from this offering and may not be use them effectively. Our management will have broad discretion in the same as application of the price per share in net proceeds that we receive from this offering. We may sell shares or other securities in any other anticipate that we will use the net proceeds from this offering at a price per share to fund the research and development of our product candidates and for working capital and general corporate purposes. Because of the number and variability of factors that is less than will determine our use of the price per share paid by investors in net proceeds from this offering, and investors purchasing shares their ultimate use may vary substantially from their currently intended use. As a result, we may spend or other securities invest these proceeds in the future could have rights superior to existing stockholdersa way with which our shareholders disagree. The price per share at which we sell additional shares of failure by our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offeringmanagement to apply these funds effectively could harm our business and financial condition. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable lawPending their use, we have may invest the discretion net proceeds from this offering in accordance with our investment policy in a manner that may not produce income or that may lose value. These investments may not yield a favorable return to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreementinvestors. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock ADSs offered hereby will be sold in “at the market offerings,” other than fixed prices, and investors who buy shares ADSs at different times will likely pay different prices. Because the sales of ADSs offered hereby will be made at other than fixed prices from time to time, the prices at which we sell these ADSs will vary and these variations may be significant. Investors who purchase shares participate in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market investor demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionADSs sold, subject to the final determination by our board of directors, and there is no minimum or maximum sales price for shares to be sold in this offeringsale price. Investors may experience a decline in the value of the shares they purchase in this offering their investment as a result of sales made at prices lower than the prices they paid. The actual number of ADSs we will issue under the Sales Agreement at any one time or in total is uncertain. We have not committed to sell, and SVB Securities has not committed to purchase or underwrite, any specific number of ADSs under the Sales Agreement. The number of ADSs that are sold in this offering will be determined by us during the pendency of the Sales Agreement based on, among other things, market conditions and the market price of our ADSs and ordinary shares. Accordingly, it is not possible to predict the number of ADSs that will ultimately be issued under the Sales Agreement, if any ADSs are issued thereunder. Raising additional capital, including as a result of this offering, may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our product candidates. Until such time, if ever, as we can generate substantial revenue from the sale of our product candidates, we expect to finance our cash needs through a combination of equity offerings, debt financing, collaborations, strategic alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity securities, including from this offering, or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a shareholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements with third parties when needed, we may be required to delay, limit, reduce or terminate our drug development or future commercialization efforts or grant rights to third parties to develop and market product candidates that we would otherwise prefer to develop and market ourselves. Existing and potential investors in our ordinary shares or ADSs may have to request the prior authorization from the French Minister of Economy prior to acquiring a significant ownership position in our ordinary shares or ADSs. Under French law, investments of more than the threshold of 10% of the voting rights in us by certain individuals or entities, alone or in concert, in a French company deemed to be a strategic industry may be subject to prior authorization of the French Minister of Economy pursuant to the decree No. 2019- 1590 pursuant to the French foreign investment regime. On July 2, 2020, the French Minister of Economy informed us that we are subject to this regulation. As a result, investors in our ordinary shares or ADSs will have to request the prior authorization of the French Minister of Economy before acquiring our ordinary shares or ADSs if: (i) they are (a) a non-French citizen, (b) a French citizen not residing in France, (c) a non-French entity or (d) a French entity controlled by one of the aforementioned individuals or entities; and (ii) such investor (a) acquires control of us, (b) acquires all or part of one of our business lines or (c) is a non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25% threshold of voting rights in us. In the context of the ongoing COVID-19 pandemic, the Decree (décret) No. 2020-892 dated July 22, 2020, as amended on December 28, 2020 by the Decree (décret) No. 2020-1729, has created until December 31, 2022 a new 10% threshold of the voting rights for the non-European investments made (i) in an entity with its registered office in France and (ii) whose shares are admitted to trading on a regulated market, in addition to the 25% above-mentioned threshold. A fast-track procedure shall apply for any non-European investor exceeding this 10% threshold who will have to notify the French Minister of Economy who will then have 10 days to decide whether or not the transaction should be subject to further examination. This request for prior authorization must be filed with the French Minister of Economy, which has 30 business days from receipt of the completed file to provide a first decision, which may (i) unconditionally authorize the investment or (ii) indicate that further examination is required. In the latter case, the French Minister of Economy must make a second decision within 45 business days from its first decision. In case of lack of response from the French Minister of Economy within the above mentioned timeframe, the authorization will be deemed refused. If the authorization is granted, it may be subject to the signature of a letter of undertaking aimed at protecting French national interests. If an investment requiring the prior authorization of the French Minister of Economy is completed without such authorization having been granted, the French Minister of Economy might direct the relevant investor to nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii) amend the investment. The relevant investor might also be found criminally liable and might be sanctioned with a fine which cannot exceed the greater of: (i) twice the amount of the relevant investment, (ii) 10% of the annual turnover before tax of the target company and (iii) €5 million (for an entity) or €1 million (for an individual). Moreover, any violation of this requirement may be criminally sanctioned by five years of imprisonment and a fine of up to twice the amount of the relevant investment. This amount may be increased fivefold if the violation is made by a legal entity. Failure to comply with such measures could result in significant consequences on the applicable investor. Such measures could also delay or discourage a takeover attempt, and we cannot predict whether these measures will result in a lower or more volatile market price of our ADSs or ordinary shares. If we are a passive foreign investment company, there could be adverse U.S. federal income tax consequences to U.S. holders. Under the United States Internal Revenue Code of 1986, as amended, or the Code, a non-U.S. corporation will be a PFIC for any taxable year in which (1) 75% or more of its gross income consists of passive income or (2) 50% or more of the quarterly weighted average value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of these tests, passive income includes dividends, interest, gains from the sale or exchange of investment property and certain rents and royalties. In addition, for purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the equity interests of another corporation or entity treated as a partnership for U.S. federal income tax purposes is treated as if it held its proportionate share of the assets and received directly its proportionate share of the income of such other entity. Based on our analysis of our income, assets, activities and market capitalization for our taxable year ended December 31, 2021, we believe that we were not a passive foreign investment company, or PFIC, for our taxable year ended December 31, 2021. However, we have not yet made any determination as to our expected PFIC status for the current year and because PFIC status is a fact specific determination that generally cannot be made until the close of the taxable year in question and the calculation of the value of our non-cash assets may be based in part on the value of our ordinary shares or ADSs, the value of which may fluctuate considerably, our PFIC status may change from year to year, it is difficult to predict whether we will be a PFIC for the current taxable year or any future year, and no assurance can be given that we will not be a PFIC for our current taxable year or any future year. Even if we determine that we are not a PFIC after the close of a taxable year, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion. Furthermore, because there are uncertainties in the application of the relevant rules, it is possible that the IRS may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangible assets, each of which may result in us being treated as a PFIC for our taxable year ended December 31, 2021 or us becoming a PFIC for our current taxable year or any future taxable years. Our U.S. counsel expresses no opinion with respect to our PFIC status for any prior, the current, or any future taxable year. If we are a PFIC for any taxable year during which a U.S. holder (as defined below under “Certain Income Tax Considerations—Material U.S. Federal Income Tax Considerations”) holds our ADSs, we will continue to be treated as a PFIC with respect to such U.S. holder in all succeeding years during which the U.S. holder owns the ADSs, regardless of whether we continue to meet the PFIC test described above, unless the U.S. holder makes a specified election once we cease to be a PFIC. If we are classified as a PFIC for any taxable year during which a U.S. holder holds our ADSs, the U.S. holder may be subject to adverse tax consequences regardless of whether we continue to qualify as a PFIC, including ineligibility for any preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements. For further discussion of the PFIC rules and the adverse U.S. federal income tax consequences in the event we are classified as a PFIC, see the section of this prospectus titled “Certain Income Tax Considerations.”
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. Investment in any securities offered pursuant to this prospectus supplement and the accompanying base prospectus involves risks. You should carefully consider carefully the risks risk factors described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under Current Reports on Form 8-K we file after the Securities Exchange Act date of 1934this prospectus, as amended, and all other information contained or the Exchange Act, each of which is incorporated by reference in this prospectus supplement, any amendment or update thereto reflected in their entiretysubsequent filings under the Exchange Act, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and before acquiring any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline and you may lose all or part of your investmentsuch securities. The risks below and incorporated by reference in this prospectus uncertainties we have described are not the only ones we face. Additional risks and uncertainties not currently presently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating The occurrence of any of these risks might cause you to the Offering Our management team may invest lose all or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, in the offered securities. Risks Relating to assess whether the proceeds are being used appropriately. The net proceeds this Offering A substantial number of common stock may be used sold in the market following this offering, which may depress the market price for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and Sales of a substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares number of our common stock in the public market following this offering, you may pay a offering could cause the market price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilitiescommon stock to decline. Assuming Although there can be no assurance that any of the $50 million worth of common stock being offered under this prospectus supplement will be sold or the price at which any such shares might be sold, assuming that an aggregate of 3,397,508 shares 14,285,714 of our common stock are sold during the term of the sales agreement with the Agents, in each case, for example, at an assumed public offering a price of $44.15 3.50 per share, the last reported sale price of our common stock on the Nasdaq Global Select Capital Market on January 13June 28, 2021, for aggregate gross proceeds upon completion of $150,000,000this offering, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution based on 89,104,816 shares of $38.39 per share, representing the difference between our as adjusted net tangible book value per share common stock outstanding as of September 30March 31, 20202021, and the assumed public offering price per share. Further, the future exercise we will have outstanding an aggregate of any outstanding options to purchase 103,390,530 shares of common stock, assuming no exercise of outstanding options, warrants and vesting of restricted stock or units. Additional dilution may result from the issuance of shares of our common stock upon the vesting and settlement of any outstanding restricted stock units in connection with collaborations or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more informationother financing efforts. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares common stock or other securities convertible into or exchangeable for our common stock in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares common stock or other securities convertible into or exchangeable for our common stock in the future could have rights superior to existing stockholdersshareholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible or exchangeable into our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is We have broad discretion in how we use the net proceeds of this offering, and we may not possible use these proceeds effectively or in ways with which you agree. We have not designated any portion of the net proceeds from this offering to predict be used for any particular purpose. Our management will have broad discretion as to the application of the net proceeds of this offering and could use them for purposes other than those contemplated at the time of this offering. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase the market price of our common stock. Investors in this offering will experience immediate dilution in the book value per share of the common stock purchased in the offering. The common stock sold in this offering, if any, will be sold from time to time at various prices. However, the expected offering price of our common stock will be substantially higher than the net tangible book value per share of our outstanding common stock. After giving effect to the sale of our common stock in the aggregate amount of $50 million at an assumed offering price of $3.50 per share, the last reported sale price of our common stock on June 28, 2021 on the Nasdaq Capital Market, and after deducting estimated commissions and estimated offering expenses, our as-adjusted net tangible book value as of March 31, 2021 would have been approximately $65.8 million, or approximately $0.64 per share of common stock. This represents an immediate increase in net tangible book value of approximately $0.44 per share of common stock to our existing shareholders and an immediate dilution in as-adjusted net tangible book value of approximately $2.86 per share to new investors of our common stock in this offering. See “Dilution” on page S-9 of this prospectus supplement. The actual number of shares we will sell issue under the sales agreementagreement with the Agents, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement with the Agents and compliance with applicable law, we have the discretion to deliver instruction placement notices to SVB Leerink to sell shares of our common stock the Agents at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink by the Agents after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our the common stock during the sales period, the period and limits we set with SVB Leerink the Agents. We do not expect to pay dividends in the foreseeable future. As a result, you must rely on stock appreciation for any instruction to sell shares, and the demand for return on your investment. We do not anticipate paying cash dividends on our common stock during in the sales periodforeseeable future. Because the price per share Any payment of each share sold cash dividends will fluctuate during this offeringalso depend on our financial condition, it is not currently possible to predict the number results of shares that operations, capital requirements and other factors and will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels discretion of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors. Accordingly, there is no minimum you will have to rely on capital appreciation, if any, to earn a return on your investment in our common stock. Furthermore, we may in the future become subject to additional contractual restrictions on, or maximum sales price for shares prohibitions against, the payment of dividends. Risks Related to our Financial Position Raising funds through lending arrangements may restrict our operations or produce other adverse results. Our current loan agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation and Powerscourt Investments XXV, LP (collectively, the “Lenders”), which we entered into in June 2021, contains a variety of affirmative and negative covenants, including required financial reporting, limitations on certain dispositions of assets, limitations on the incurrence of additional debt and other requirements. To secure our performance of our obligations under this Loan Agreement, we granted a security interest in substantially all of our assets, other than certain intellectual property assets, to the Lenders. Our failure to comply with the covenants in the Loan Agreement, the occurrence of a material impairment in our prospect of repayment or in the perfection or priority of the Lender’s lien on our assets, as determined by the Lenders, or the occurrence of certain other specified events could result in an event of default that, if not cured or waived, could result in the acceleration of all or a substantial portion of our debt, potential foreclosure on our assets and other adverse results. Additionally, we are bound by certain negative covenants setting forth actions that are not permitted to be sold in this offering. Investors may experience a decline in taken during the value term of the shares they purchase Loan Agreement without consent of the Lenders, including, without limitation, incurring certain additional indebtedness, making certain asset dispositions, entering into certain mergers, acquisitions or other business combination transactions or incurring any non-permitted lien or other encumbrance on our assets. The foregoing prohibitions and constraints on our operations could result in this offering as our inability to: (i) acquire promising intellectual property or other assets on desired timelines or terms; (ii) reduce costs by disposing of assets or business segments no longer deemed advantageous to retain; (iii) stimulate further corporate growth or development through the assumption of additional debt; or (iv) enter into other arrangements that necessitate the imposition of a result of sales made at prices lower than lien on corporate assets. We cannot assure you that our business will be able to generate sufficient cash flow or that future borrowings or other financings will be available to us in an amount sufficient to enable us to pay the prices they paidprincipal, premium, if any, and interest on our existing or future indebtedness.
Appears in 1 contract
Samples: ir.avalotx.com
RISK FACTORS. Investing in our securities involves risks. You should carefully consider carefully the risks risks, uncertainties and other factors described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q as updated and Current Reports on Form 8-K that we have filed or superseded by our subsequent filings under will file with the Securities Exchange Act of 1934SEC, as amended, or the Exchange Act, each of and in other documents which is are incorporated by reference in this prospectus in their entirety, together with other information in into this prospectus, including the risk factors and the other information and documents contained in or incorporated by reference into this prospectus before investing in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our securities. Our business, financial condition, results of operations operations, cash flows or cash flow prospects could be harmedmaterially adversely affected by any of these risks. This The risks and uncertainties described in the documents incorporated by reference herein are not the only risks and uncertainties that we may face. Risks Relating to Our Common Stock and this Offering We have broad discretion as to the use of proceeds from this offering and may not use the proceeds effectively. Our management will retain broad discretion as to the allocation of the proceeds and may spend these proceeds in ways in which you may not agree. The failure of our management to apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, each of which could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stockdecline. If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stockdilution. The shares price per share of common stock sold in this offering from time to time will being offered may be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of our outstanding common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 36,363,636 shares of common stock are sold at an assumed public offering a price of $44.15 8.25 per share, the last reported sale price of shares of our common stock on the Nasdaq Global Select Market NYSE on January 13August 3, 20212022, for aggregate gross proceeds of $150,000,000300,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you new investors in this offering would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price 5.05 per share. FurtherIn addition, you may also experience additional dilution after this offering on any future equity issuances. To the future exercise of any outstanding options to purchase shares of common stock or the issuance extent we issue equity securities, our stockholders will experience substantial additional dilution. See “Dilution” for additional information. The actual number of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell issue under the sales agreementDistribution Agency Agreement, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement Distribution Agency Agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock the Agents at any time throughout the term of the sales agreementDistribution Agency Agreement. The number of shares of common stock that are sold through SVB Leerink by an Agent after our instruction delivery of a placement notice to such Agent will fluctuate based depend on a number of factors, including the market price of our the shares of common stock during the sales period, the period and limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales periodAgents. Because the price per share of each share sold will fluctuate based on the market price of shares of our common stock during this offeringthe sales period, it is not currently possible at this stage to predict the number of shares of common stock that will or may be sold or the gross proceeds to be raised in connection with those salesultimately issued. The shares of common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares common stock at different times will likely pay different prices. Investors who purchase shares of common stock in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionof common stock sold, subject to the final determination by our board of directors, and there is no minimum or maximum per share sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering of common stock as a result of share sales made at prices lower than the prices they paid.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You should An investment in our securities involves risks. We urge you to consider carefully the risks described below below, and discussed in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision, including those risks identified under the section titled “Item IA. Risk Factors” contained in our most recent Annual Report on Form 10-K for the year ended December 31, 2020 and in our Quarterly Reports Report on Form 10-Q as updated or superseded by our subsequent filings under for the Securities Exchange Act of 1934quarter ended September 30, as amended2021, or the Exchange Act, each of which is are incorporated by reference in this prospectus supplement and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, including those that relate to any particular securities we offer, may be included in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any a future prospectus supplement or free writing prospectus that we have authorized for use authorize from time to time, or incorporated by reference into this prospectus supplement or the accompanying prospectus in connection with this offering before you make a decision to invest in our common stockoffering. If any of the following events these risks actually occur, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled entitled “Special Cautionary Note Regarding Forward-Looking Statements.” Risks Relating Related to this Offering Sales of our common stock in this offering, or the Offering Our management team perception that such sales may invest occur, could cause the market price of our common stock to fall. The issuance and sale from time to time of shares of common stock, or spend our ability to issue these new shares of common stock in this offering, could have the proceeds effect of this offering in ways with which you may depressing the market price of our common stock. We cannot agree or in ways which may not yield a significant returnpredict the effect that future sales of our common stock would have on the market price of our common stock. Our management will have broad discretion over the use of the net proceeds from this offering. The net , you may not agree with how we use the proceeds, and the proceeds from this offering will may not be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soinvested successfully. Our management will have considerable broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for Abeona. You may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase in the offering. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted pro forma net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at Based on an assumed public offering price of $44.15 0.91 per share, which was the last reported sale price of our common stock on the Nasdaq Global Select Capital Market on January 13November 15, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur will experience immediate dilution of $38.39 0.21 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 20202021, after giving effect to this offering and the assumed public offering price per shareprice. Further, the future The exercise of any outstanding stock options to purchase shares will result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "below entitled “Dilution" ” for a more information. You may experience future detailed illustration of the dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share you would incur if you participate in this offering. We will require additional capital funding, the receipt of which may sell shares or other securities in any other offering at a price per share that is less than impair the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares value of our common stock. Our future capital requirements depend on many factors, including our research, development, sales, and marketing activities. We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to develop our drug candidates. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities may have greater rights, preferences, or securities convertible or exchangeable into privileges than our existing common stock. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus, and the other documents we have filed with the SEC that are incorporated herein by reference contain forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management or other financial items are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “seek,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to identify forward- looking statements, although not all forward-looking statements contain these identifying words. 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 supplement, particularly as set forth and incorporated by reference in the “Risk Factors” section above, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future transactions acquisitions, mergers, dispositions, joint ventures, collaborations, or investments we may make. You should read this prospectus supplement, the accompanying prospectus, and the documents that we incorporate by reference in this prospectus supplement completely and with the understanding that our actual future results may be higher materially different from what we expect. We do not assume any obligation to update any forward-looking statements, except as otherwise required by law. We advise you, however, to consult any further disclosures we make on related subjects in our future annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K we file with or lower than furnish to the price per share paid by investors SEC. USE OF PROCEEDS We intend to use the net proceeds from this offering to fund continued development of pipeline products, as well as for working capital and general corporate purposes. General corporate purposes may include research and development, additions to working capital, capital expenditures, acquisitions and investments in our subsidiaries. The amounts and timing of our use of the net proceeds from the sale of securities in this offering. It is not possible to predict the actual number of shares we offering will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based depend on a number of factors, including such as the market price timing and progress of trials of our common stock during the sales periodclinical and pre-clinical product candidates and our development efforts, the limits we set with SVB Leerink in timing and progress of any instruction to sell sharespartnering efforts, technological advances, and the demand competitive environment for our common stock during product candidates. As of the sales period. Because date of this prospectus supplement, we cannot specify with certainty all of the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict particular uses for the number of shares that will be sold or the gross net proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in us from this offering. In additionAccordingly, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline management will have broad discretion in the value timing and application of these proceeds. Pending application of the shares they purchase in net proceeds as described above, we may invest the net proceeds of this offering as in a result variety of sales made at prices lower than capital preservation investments, including but not limited to short-term, interest-bearing investment grade securities, money market accounts, certificates of deposit and direct or guaranteed obligations of the prices they paidU.S. government.
Appears in 1 contract
Samples: investors.abeonatherapeutics.com
RISK FACTORS. You Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider carefully the risk factors described below and the risks described below beginning on page 3 of the accompanying prospectus and discussed under in the section titled entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under for the Securities Exchange Act of 1934year ended December 31, as amended2020, or the Exchange Act, each of which is incorporated herein by reference, together with all of the other information included or incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, supplement and the information and documents incorporated by reference in this accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any Any of the following events actually occur, these risks described could materially adversely affect our business, financial condition, results of operations operations, tax status or cash flow could be harmed. This could cause the trading price of ability to make distributions to our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we facestockholders. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. Please also read carefully If this were to happen, the section below titled “Special Note Regarding Forward-Looking Statements.” price of our common stock could decline significantly and you could lose a part or all of your investment. Risks Relating Related to this Offering The market price for our common stock may be volatile. The price at which the Offering Our management team shares of our common stock may invest be sold in the public market after they are purchased pursuant to this prospectus supplement may be lower than the price at which they are sold through or spend the proceeds by a sales agent. The market price of this offering our shares of common stock may be volatile and be subject to wide fluctuations. Fluctuations in ways with which you our stock price may not agree or in ways which may not yield a significant returnreflect our historical financial performance and condition and prospects. Our management stock price may fluctuate as a result of factors that are beyond our control or unrelated to our historical financial performance, condition and prospects. We cannot assure you that the market price of our shares of common stock will have broad discretion over not be volatile or fluctuate or decline significantly in the use of proceeds from this offeringfuture. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other thingsIn addition, the advancement of the development stock market in general can experience considerable price and volume fluctuations that may be unrelated to our historical performance, condition and prospects. Sales of our product candidate, IMVT-1401. We common stock may also use a portion depress the price of the net proceeds our common stock and be dilutive to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value holders of our common stock. If you purchase We cannot predict the effect, if any, that future issuances or sales of our common stock, preferred stock, warrants or debt securities convertible into or exercisable or exchangeable for common stock, including sales of our common stock in this offeringpursuant to the Sales Agreement, you or the availability of our securities for future issuance or sale, will incur immediate and substantial dilution in have on the net tangible book value market price of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value stock. Issuances or sales of substantial amounts of our tangible assets after subtracting common stock, preferred stock, warrants or debt securities convertible into or exercisable or exchangeable for common stock, including sales of our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per sharepursuant to the Sales Agreement, or the last reported sale perception that such issuances or sales might occur, could negatively impact the market price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per shareterms upon which we may obtain additional equity financing in the future. Further, the future exercise Preferred stock we issue will generally be senior to our common stock with respect to dividends and liquidation rights. The issuance of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices or that may not represent the right to receive common stock, or the exercise of such securities, could be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior substantially dilutive to existing stockholders. The price per share at which we sell additional shares holders of our common stock, or securities convertible or exchangeable into including purchasers of common stock, in future transactions may be higher or lower than the price per share paid by investors stock in this offering. It is not possible The vesting of any restricted stock granted to predict the actual number of shares we will sell under the sales agreementdirectors, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement executive officers and compliance with applicable lawother employees, we have the discretion to deliver instruction to SVB Leerink to sell shares and other issuances of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based could have an adverse effect on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell sharesstock, and the demand for existence of our common stock during reserved for issuance under the sales periodReady Capital Corporation 2012 Equity Incentive Plan may adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities. Because Risks Related to the price per share Acquisition of each share sold Anworth Mortgage Asset Corporation, or Anworth Following the acquisition of Anworth, we may be unable to integrate Xxxxxxx’s business with our business successfully and realize the anticipated synergies and other expected benefits of the acquisition of Anworth on the anticipated timeframe or at all. We will fluctuate during this offeringbe required to devote significant management attention and resources to the integration of Xxxxxxx’s business with our business. The potential difficulties we may encounter in the integration process include, but are not limited to, the following: • the inability to successfully combine our and Xxxxxxx’s businesses in a manner that permits us to achieve the cost savings anticipated to result from the acquisition of Anworth, which would result in the anticipated benefits of the acquisition of Anworth not being realized in the timeframe currently anticipated or at all; • the complexities of combining two companies with different histories and portfolio assets; • the difficulties or delays in redeploying the capital acquired in connection with the acquisition of Anworth into our target assets; • potential unknown liabilities and unforeseen increased expenses, delays or conditions associated with the acquisition of Anworth; and • performance shortfalls as a result of the diversion of management’s attention caused by integrating the companies’ operations. For all these reasons, it is not currently possible that the integration process could result in the distraction of our management team, the disruption of our ongoing business or inconsistencies in our operations, services, standards, controls, policies and procedures, any of which could adversely affect our ability to predict generate attractive risk-adjusted returns, to maintain relationships with our key stakeholders and employees, to achieve the number anticipated benefits of shares that the acquisition of Anworth, or could otherwise materially and adversely affect our business and financial results. Following the completion of the acquisition of Anworth, we will have a significant amount of indebtedness and will be sold or the gross proceeds exposed to be raised in connection risks associated with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the market value of the shares they purchase portfolio of mortgage-backed securities and residential mortgage loans we acquired from Anworth, which could harm our ability to execute our business strategy. We have acquired Xxxxxxx’s leveraged portfolio of residential mortgage-backed securities and residential mortgage loans in this offering connection with the acquisition of Anworth and, as a result result, our leverage increased relative to prior levels. We have substantial indebtedness following completion of sales made the acquisition of Anworth. As part of our business strategy following the completion of the acquisition of Anworth, we currently intend to manage the liquidation and runoff of certain assets within the Anworth portfolio and repay certain indebtedness on the Anworth portfolio, and to redeploy the capital into opportunities in our core SBC strategies and other assets that we expect will generate attractive risk-adjusted returns and long-term earnings accretion. Possible market developments, including a sharp rise in interest rates, a change in prepayment rates, or increasing market concern about the value or liquidity of the portfolio of residential mortgage-backed securities and residential mortgage loans that we acquired upon the completion of the acquisition of Anworth, may reduce the market value of this portfolio. If this were to occur, we may not be able to liquidate the Anworth portfolio on our anticipated timeline, on attractive terms or at prices lower than all, which may harm our ability to redeploy the prices they paidcapital into opportunities in our core SBC strategies and other assets that we expect will generate attractive risk-adjusted returns and long-term earnings accretion. Further, lenders may require us to pledge additional collateral to secure the borrowings on the Anworth portfolio, which could limit our ability to incur additional indebtedness and adversely impact our ability to comply with covenants under our existing and future borrowings.
Appears in 1 contract
Samples: Prospectus Supplement
RISK FACTORS. You should consider carefully the risks described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest An investment in our common stockstock involves a high degree of risk. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. If any of the following events actually these risks occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price value of our common stock to may decline and you may lose all or part of your investment. The risks below Before investing in our common stock, you should consider carefully the risk factors set forth in this prospectus and contained in any free writing prospectus with respect to this offering filed by us with the SEC, along with the risk factors described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as updated by other filings we have made and will make with the SEC incorporated by reference in into this prospectus are not the only ones we faceprospectus. Additional risks not currently known Risks Related to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the This Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management Management will have broad discretion over the use of the proceeds from this offering, and may not use the proceeds effectively. The Because we have not designated the amount of net proceeds from this offering will to be used for working capital and general corporate purposesany particular purpose, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable broad discretion in as to the application of the net proceeds, proceeds from this offering and you will not have could use them for purposes other than those contemplated at the opportunity, as part time of your investment decision, to assess whether the proceeds are being used appropriatelyoffering. The Our management may use the net proceeds may be used for corporate purposes that do may not increase improve our operating results financial condition or enhance market value. Pending use, we may invest any net proceeds from this offering in a manner that does not produce income or loses value. Please see the value section entitled “Use of our common stockProceeds” on page 8 of this prospectus for further information. If you purchase our common stock in this offering, you will incur You may experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially sold from time to time at various prices. The price per share of our common stock being offered may, at the time of sale, be higher than the as adjusted net tangible book value per share of our common stockstock outstanding prior to this offering. Therefore, if you purchase After giving effect to the assumed sale of shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value aggregate amount of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold $80,000,000 at an assumed public offering price of $44.15 10.00 per share, the last reported sale minimum sales price authorized by our board of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000directors, and after deducting offering commissions and estimated offering expenses payable by usexpenses, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September June 30, 20202022 would have been $219.6 million, and the assumed public offering price or $1.98 per share. FurtherThis would represent an immediate increase in net tangible book value of $0.60 per share to our existing stockholders and an immediate decrease in as adjusted net tangible book value of $8.02 per share to purchasers of our common stock in this offering. Please see the section entitled “Dilution” on page 12 of this prospectus. Notwithstanding this illustration, because the future exercise price per share of any our common stock being offered may, at the time of sale, be higher than the net tangible book value per share of our common stock outstanding options prior to purchase this offering, there is still a risk that you may experience immediate and substantial dilution. Issuances of shares of common stock or the issuance of securities convertible into or exercisable for shares of common stock upon following this offering, as well as the vesting exercise of options, will dilute your ownership interests and settlement may adversely affect the future market price of any outstanding restricted stock units or conversion our common stock. As a development-stage company we will need additional capital to fund the development and commercialization of Series A preferred stock will cause you to experience our product candidates. We may seek additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as capital through a result combination of future private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to be diluted. To raise additional capitalIn addition, we may in the future offer additional as of June 30, 2022, there were options to purchase approximately 6,899,995 shares of our common stock outstanding at a weighted average exercise price of $7.29 per share and warrants to purchase approximately 5,588,506 shares of our common stock outstanding at a weighted average exercise price of $11.41 per share. If these securities are exercised, you may incur dilution. Moreover, to the extent that we issue additional options or warrants to purchase, or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offeringfor, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stockstock in the future and those options, warrants or other securities convertible are exercised, converted or exchangeable into exchanged, stockholders may experience dilution. A substantial number of shares may be sold in the market following this offering, which may depress the market price for our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock to decline. A substantial majority of the outstanding shares of our common stock are, in future transactions may be higher or lower than and all of the price per share paid by investors shares sold in this offeringoffering upon issuance will be, freely tradable without restriction or further registration under the Securities Act, unless these shares are owned or purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act. In addition, we have also registered the shares of common stock that we may issue under our equity incentive plans. As a result, these shares can be freely sold in the public market upon issuance, subject to restrictions under securities laws. It is not possible to predict the actual number of shares we will sell under the sales agreementSales Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement Sales Agreement and compliance with applicable lawlaws, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock Jefferies at any time throughout the term of the sales agreementSales Agreement. The number of shares that are sold through SVB Leerink Jefferies after our instruction delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales periodterm of the Sales Agreement, the limits we set with SVB Leerink Jefferies in any instruction to sell sharesapplicable placement notice, and the demand for our common stock during the term of the Sales Agreement. Additionally, our board of directors could change the minimum sales periodprice that we are authorized to sell shares under the Sales Agreement. Because the price per share of each share sold will fluctuate during this offeringthe term of the Sales Agreement, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The the sales of shares of common stock offered hereby will under this prospectus. The market price and trading volume of our stock may be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different pricesvolatile. Investors who purchase shares in this offering at different times will likely pay different pricesThe trading price of our common stock has been, and so may experience different levels of dilution continue to be, volatile and different outcomes in their investment results. We will have discretion, could be subject to market demandwide fluctuations in response to various factors, to vary some of which are beyond our control. To date during 2022, the timing, prices, closing price of our common stock has ranged from $3.21 and numbers of shares sold in this offering$7.86 per share. In addition, the trading volume of our common stock may fluctuate and cause significant price variations to occur. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this prospectus or the documents incorporated by reference herein, these factors include: • actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry; • mergers and strategic alliances in the industry in which we operate; • market prices and conditions in the industry in which we operate; • changes in government regulation; • the impact of the COVID-19 pandemic on our business and operations; • potential or actual military conflicts or acts of terrorism; • announcements concerning Humacyte or our competitors; and • the general state of the securities markets. These market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. The stock market in general has, from time to time, experienced extreme price and volume fluctuations. In addition, in the past, following periods of volatility in the overall market and decreases in the market price of a company’s securities, securities class action litigation has often been instituted against these companies. We have been in the past, and may continue to be, subject to the final determination by securities litigation, from time to time. Any litigation that may be brought against us could result in substantial costs and a diversion of our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidmanagement’s attention and resources.
Appears in 1 contract
Samples: investors.humacyte.com
RISK FACTORS. You An investment in our company involves a high degree of risk. Before you make a decision to invest in our securities, you should consider carefully the risks described below below, as well as the risks described in or incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risks and uncertainties discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other documents incorporated by reference into this prospectus supplement and accompanying prospectus, as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or amended (the “Exchange Act, each ”). Any of which is incorporated by reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we these risks could have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, material adverse effect on our business, prospects, financial condition, condition and results of operations or cash flow could be harmedoperations. This could cause In any such case, the trading price of our common stock to securities could decline and you may could lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently presently known to us or that we currently deem immaterial may also adversely affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares Resales of our common stock in this offering, you the public market following the offering may pay a cause its market price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilitiesto fall. Assuming that an aggregate of 3,397,508 shares of We will issue common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options from time to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may time in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in connection with this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior This issuance from time to existing stockholders. The price per share at which we sell additional time of these new shares of our common stock, or securities convertible or exchangeable into our ability to issue these shares of common stock, in future transactions may be higher or lower than the price per share paid by investors stock in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations could result in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares resales of our common stock at any time throughout by our current stockholders concerned about the term potential dilution of their holdings. If our stockholders sell substantial amounts of our common stock in the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factorspublic market following this offering, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those salescould fall. The common stock offered hereby will be sold in “at the market at-the-market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices. As a result, and so investors may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. The actual number of shares of common stock we will issue under the Offering Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Offering Agreement and compliance with applicable law, we have the discretion to deliver a sales notice to Xxxxxxxxxx as our sales agent at any time throughout the term of the Offering Agreement. The number of shares that are sold by Xxxxxxxxxx after delivering a sales notice will fluctuate based on the market price of our common stock during the sales period and limits we set with Xxxxxxxxxx. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the price per share of our common stock being offered is substantially higher than the net tangible book value per share of our common stock, you will suffer substantial dilution in the net tangible book value of the common stock you purchase in this offering. Based on an assumed offering price of $5.11 per share, which was the last reported sale price of our common stock on the Nasdaq Capital Market on July 10, 2020, if you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of approximately $0.25 per share in the net tangible book value of the common stock. See the section titled “Dilution” in this prospectus supplement for a more detailed discussion of the dilution you will incur if you purchase common stock in this offering. In addition, we have a significant number of stock options and warrants outstanding. To the extent that outstanding stock options or warrants have been or may be exercised or other shares issued, you may experience further dilution. Furthermore, to the extent we need to raise additional capital in the future and we issue additional shares of common stock or securities convertible or exchangeable for our common stock, our then-existing stockholders may experience dilution and the new securities may have rights senior to those of our common stock offered in this offering. There may be future sales of our securities or other dilution of our equity, which may adversely affect the market price of our common stock. With limited exceptions, we are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after this offering or the perception that such sales could occur. Our management has significant flexibility in using the net proceeds of this offering. We currently intend generally to use the net proceeds from this offering for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. Management’s failure to use these funds effectively would have an adverse effect on the value of our common stock and could make it more difficult and costly to raise funds in the future. We are a clinical stage biotechnology company with no significant revenue. We have incurred significant operating losses since our inception, and we expect to incur losses for the foreseeable future and may never achieve profitability. We have incurred significant operating losses since our inception. As of March 31, 2020, we had an accumulated deficit of $59.7 million. To date, we have not generated any revenue from the sale of our drug candidates and we do not expect to generate any revenue from sales of our drug candidates for the foreseeable future. We expect to continue to incur significant operating losses and we anticipate that our losses may increase substantially as we expand our drug development programs and commercialization efforts. To achieve profitability, we must successfully develop and obtain regulatory approval for one or more of our drug candidates and effectively commercialize any drug candidates we develop. Even if we succeed in developing and commercializing one or more of our drug candidates, we may not be able to generate sufficient revenue and we may never be able to achieve or sustain profitability. We will continue to require substantial additional capital for the foreseeable future. If we are unable to raise additional capital when needed, we may be forced to delay, reduce or eliminate our drug development programs and commercialization efforts. We expect to continue to incur significant operating expenses in connection with our ongoing activities, including conducting clinical trials, manufacturing and seeking regulatory approval of our drug candidates, prexigebersen, BP1002, BP1003 and prexigebersen-A. In addition, if we obtain regulatory approval of one or more of our drug candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. As of March 31, 2020, we had $17.9 million in cash on hand, compared to $20.4 million as of December 31, 2019. Our ongoing future capital requirements will depend on numerous factors, including: • the rate of progress, results and costs of completion of ongoing clinical trials of our drug candidates; • the rate of progress, results and costs of completion of the ongoing preclinical testing of prexigebersen, BP1002, BP1003 and prexigebersen-A; • the size, scope, rate of progress, results and costs of completion of any potential future clinical trials and preclinical tests of our drug candidates that we may initiate; • the costs to obtain adequate supply of the compounds necessary for our drug candidates; • the costs of obtaining regulatory approval of our drug candidates; • the scope, prioritization and number of drug development programs we pursue; • the costs for preparing, filing, prosecuting, maintaining and enforcing our intellectual property rights and defending intellectual property- related claims; • the extent to which we acquire or in-license other products and technologies and the costs to develop those products and technologies; • the costs of future commercializing activities, including product sales, marketing, manufacturing and distribution, of any of our drug candidates or other products for which marketing approval has been obtained; • our ability to establish strategic collaborations and licensing or other arrangements on terms favorable to us; and • competing technological and market developments. Any additional fundraising efforts may divert our management from their day to day activities, which may adversely affect our ability to develop and commercialize our drug candidates. Our ability to raise additional funds will depend, in part, on the success of our product development activities and other factors related to financial, economic and market conditions, many of which are beyond our control. There can be no assurance that we will be able to raise additional capital when needed or on terms that are favorable to us, if at all. If adequate funds are not available on a timely basis, we may be forced to: • delay, reduce the scope of or eliminate one or more of our drug development programs; • relinquish, license or otherwise dispose of rights to technologies, drug candidates or products that we would otherwise seek to develop or commercialize ourselves at an earlier stage or on terms that are less favorable than might otherwise be available; or • liquidate and dissolve the Company. If our operating plans change, we may require additional capital sooner than planned. Such additional financing may not be available when needed or on terms favorable to us. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our current and future operating plan. The trading price of our common stock has been volatile and is likely to be volatile in the future. The trading price of our common stock has been highly volatile. On March 10, 2014, our common stock commenced trading on The Nasdaq Capital Market, and there is a limited history on which to gauge the volatility of our stock price on The Nasdaq Capital Market. From January 1, 2017 through June 30, 2020, our stock price has fluctuated from a low of $1.61 to a high of $270.00, after adjustment for reverse stock splits. The market price for our common stock will be affected by a number of factors, including: • the denial or delay of regulatory approvals of our drug candidates or receipt of regulatory approval of competing products; • our ability to accomplish clinical, regulatory and other drug development milestones; • the ability of our drug candidates, if they receive regulatory approval, to achieve market success; • the performance of third-party manufacturers and suppliers; • developments with respect to patents and other intellectual property rights; • sales of common stock or other securities by us or our stockholders in the future; • additions or departures of key scientific or management personnel; • disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our drug candidates; • trading volume of our common stock; • investor perceptions about us and our industry; • public reaction to our press releases, other public announcements and SEC and other filings; • the failure of analysts to cover us, or changes in analysts’ estimates or recommendations; • the failure by us to meet analysts’ projections or guidance; • general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors; and • other risk factors described elsewhere in our public filings. The stock prices of many companies in the biotechnology industry have experienced wide fluctuations that have often been unrelated to the operating performance of these companies. Following periods of volatility in the market price of a company’s securities, securities class action litigation often has been initiated against a company. If any class action litigation is initiated against us, we may incur substantial costs and our management’s attention may be diverted from our operations, which could materially adversely affect our business and financial condition.
Appears in 1 contract
Samples: dnabilize.com
RISK FACTORS. You An investment in our common stock involves a high degree of risk. Prior to making a decision about investing in our common stock, you should carefully consider carefully the risks risk factors described below and the risk factors discussed under in the section titled sections entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K and K, most recent Quarterly Reports on Form 10-Q as updated or superseded by Q, and our subsequent other filings under with the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is SEC and incorporated by reference in this prospectus in their entiretysupplement, together with all of the other information contained in this prospectus, prospectus supplement and the information accompanying prospectus. Additional risks and documents incorporated by reference in this prospectusuncertainties not presently known to us, and any free writing prospectus or that we have authorized for use in connection with this offering before you make a decision to invest in currently view as immaterial, may also impair our common stockbusiness. If any of the following events risks or uncertainties described in our SEC filings or this prospectus supplement and the accompanying prospectus or any additional risks and uncertainties actually occur, our business, financial condition, condition and results of operations or cash flow could be harmedmaterially and adversely affected. This could cause In that case, the trading price of our common stock to could decline and you may might lose all or part of your investment. The risks below and incorporated by reference in Risks Related to this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of the net proceeds from this offering. The net , you may not agree with how we use the proceeds, and the proceeds from this offering will may not be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soinvested successfully. Our management will have considerable broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us. You may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase in the offering. The shares of common stock sold offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the as adjusted pro forma net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in outstanding prior to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 28,935,185 shares of our common stock are sold at an assumed public offering a price of $44.15 0.864 per share, the last reported sale price of our common stock on the Nasdaq Global Select Capital Market on January 1320, 2021, 2021 for aggregate gross proceeds of $150,000,00025,000,000, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you would incur will experience immediate dilution of $38.39 0.53 per share, representing the difference between our as adjusted pro forma net tangible book value per share share, as adjusted, as of September 30, 2020, 2020 after giving effect to this offering and the assumed public offering price per shareprice. Further, the future The exercise of any outstanding stock options to purchase shares or warrants could result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "below entitled “Dilution" ” for a more informationdetailed illustration of the dilution you would incur if you participate in this offering. You may experience future dilution as a result of future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by any investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by any investors in this offering. It is not possible to predict the actual Sales of a substantial number of our shares we will sell under of common stock in the sales agreementpublic markets, or the gross proceeds resulting from those salesperception that such sales could occur, could cause our stock price to fall. Subject to certain limitations We may issue and sell additional shares of commons stock in the sales agreement and compliance with applicable lawpublic markets, we have the discretion to deliver instruction to SVB Leerink to sell including during this offering. As a result, a substantial number of our shares of our common stock at any time throughout may be sold in the term public market. Sales of the sales agreement. The a substantial number of our shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factorscommon stock in the public markets, including during this offering, or the perception that such sales could occur, could depress the market price of our common stock during and impair our ability to raise capital through the sales periodsale of additional equity securities. Because we do not currently intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must rely on appreciation of the limits we set with SVB Leerink in any instruction to sell shares, and the demand for value of our common stock during for any return on their investment. We have never paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. We currently intend to retain all of our future earnings, if any, to finance the operation, development and growth of our business. Furthermore, any future debt agreements may also preclude us from paying or place restrictions on our ability to pay dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain with respect to your investment for the foreseeable future. The exercise of our outstanding options and warrants will dilute stockholders and could decrease our stock price. The exercise of our outstanding options and warrants may adversely affect our stock price due to sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the a large number of shares that will be sold or the gross proceeds perception that such sales could occur. These factors also could make it more difficult to be raised raise funds through future offerings of our securities, and could adversely impact the terms under which we could obtain additional equity capital. Exercise of outstanding options and warrants or any future issuance of additional shares of common stock or other equity securities, including but not limited to options, warrants, restricted stock units or other derivative securities convertible into our common stock, may result in connection with those salessignificant dilution to our stockholders and may decrease our stock price. The common stock offered hereby will be sold in an “at the market offerings,” offering”, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a sales notice to the Distribution Agent at any time throughout the term of the Sales Agreement. The number of shares that are sold by the Distribution Agent after delivering a sales notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Maxim. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued.
Appears in 1 contract
Samples: Equity Distribution Agreement
RISK FACTORS. An investment in our common stock involves a high degree of risk. You should carefully consider carefully the risks described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under all of the Securities Exchange Act of 1934other information contained in this prospectus supplement and the accompanying prospectus, as amended, or the Exchange Act, each of which is and incorporated by reference in into this prospectus in their entirety, together with other information in this supplement and the accompanying prospectus, including our financial statements and the information and documents incorporated by reference in this prospectusrelated notes, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest investing in our common stock. If any of the following possible events described below or in those sections actually occur, our business, financial conditionbusiness prospects, cash flow, results of operations or cash flow financial condition could be harmed. This could cause , the trading price of our common stock to decline could decline, and you may might lose all or part of your investment. The risks below and incorporated by reference investment in this prospectus are not the only ones we faceour common stock. Additional risks and uncertainties not currently presently known to us or that we currently deem immaterial may also affect impair our business operationsoperations and results. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to this Offering and our Common Stock Resales of our common stock in the Offering Our management team public market during this offering by our stockholders may invest cause the market price of our common stock to decline. We may issue common stock from time to time in connection with this offering. This issuance from time to time of these new shares of our common stock, or spend our ability to issue these shares of common stock in this offering, could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock. We have broad discretion in the use of the net proceeds from this offering and might not apply the proceeds of this offering in ways with which you may not agree that enhance our operating results or in ways which may not yield a significant returnincrease the value of your investment. Our management will have broad discretion over in the use application of the net proceeds from this offering. The , including for any of the purposes described in the section titled “Use of Proceeds.” We intend to use the net proceeds proceeds, if any, from this offering will be used to acquire complementary businesses, acquire or license products or technologies that are complementary to our own, although we have no current plans, commitments or agreements with respect to any such use of proceeds for acquisitions or licenses as of the date of this prospectus supplement, and for working capital and general corporate purposes. As a result, which may include, among other things, you will be relying upon management’s judgment with only limited information about our specific intentions for the advancement use of the development of our product candidate, IMVT-1401. We may also use a portion balance of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soof this offering. Our management will have considerable discretion in the application of the net proceeds, and you You will not have the opportunity, as part of your investment decision, to assess whether we are using the proceeds are being used appropriately. The Our management might not apply our net proceeds may be used for corporate purposes in ways that do not ultimately increase our operating results or enhance the value of our common stockyour investment. If you purchase our common stock in this offering, you will incur immediate and substantial dilution in we do not invest or apply the net tangible book value of your common stock. The shares of common stock sold in proceeds from this offering from time to time will be sold at various prices; however, we expect in ways that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capitalenhance stockholder value, we may in the future offer additional shares of fail to achieve expected financial results, which could cause our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through SVB Leerink after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those salesdecline. The common stock offered hereby will be sold in “at the market at-the-market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. If you purchase shares of common stock in this offering, you may experience immediate and substantial dilution in your investment. You will experience further dilution if we issue additional equity securities in future financing transactions. The price per share of our common stock being offered may be higher than the net tangible book value per share of our common stock outstanding prior to this offering. Assuming that we sell an aggregate of $20.0 million of our shares of common stock in this offering at an assumed public offering price of $4.87 per share, the closing sale price of our common stock on the Nasdaq Capital Market on December 27, 2021, and after deducting commissions and estimated aggregate offering expenses payable by us, our pro forma net tangible book value as of September 30, 2021, as adjusted, would have been $33,092,234, or $1.48 per share. This amount represents an immediate increase in pro forma net tangible book value of $0.71 per share of our common stock to existing stockholders and an immediate dilution in net tangible book value of $3.39 per share of our common stock to new investors purchasing shares of common stock in this offering. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you purchase common stock in this offering. If we issue additional common stock, or securities convertible into or exchangeable or exercisable for common stock, our stockholders, including investors who purchase shares of common stock in this offering, may experience additional dilution, and any such issuances may result in downward pressure on the price of our common stock. We also cannot assure you that we will be able to sell shares or other securities in any future offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. It is not possible to predict the aggregate proceeds resulting from sales made under the Sales Agreement. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Maxim at any time throughout the term of the Sales Agreement. The number of shares that are sold through Maxim after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with Maxim in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not possible to predict the aggregate proceeds to be raised in connection with those sales. There can be no assurance that we will be able to sell any shares under or fully utilize the Sales Agreement as a source of financing. We have never paid dividends on our capital stock and we do not anticipate paying any dividends in the foreseeable future. We have not paid dividends on any of our classes of capital stock to date and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
Appears in 1 contract
Samples: dd7pmep5szm19.cloudfront.net
RISK FACTORS. You should An investment in our securities involves risks. We urge you to consider carefully the risks described below below, and discussed in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision, including those risks identified under the section titled “Item 1A. Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under for the Securities Exchange Act of 1934year ended December 31, as amended2019, or the Exchange Act, each of which is incorporated by reference in this prospectus supplement and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, including those that relate to any particular securities we offer, may be included in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any a future prospectus supplement or free writing prospectus that we have authorized for use authorize from time to time, or that are incorporated by reference into this prospectus supplement or the accompanying prospectus in connection with this offering before you make a decision to invest in our common stockoffering. If any of the following events these risks actually occuroccurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline and you may lose decline, resulting in a loss of all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled entitled “Special Note Regarding Forward-Looking Statements.” Risks Relating Related to this Offering Sales of our common stock in this offering, or the Offering Our management team perception that such sales may invest or spend occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $15.0 million from time to time in connection with this offering offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in ways with which you may not agree or in ways which may not yield a significant returnthis offering, could have the effect of depressing the market price of our common stock. Our management will have broad discretion over the use of the net proceeds from this offering. The net , you may not agree with how we use the proceeds, and the proceeds from this offering will may not be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do soinvested successfully. Our management will have considerable broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us. You may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. If you purchase our common stock in this offering, you will incur experience immediate and substantial dilution in the net tangible book value per share of your the common stockstock you purchase in the offering. The shares of common stock sold public offering price per share in this offering from time to time will be sold at various prices; however, we expect that may exceed the per share offering prices in this offering will be substantially higher than the pro forma as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in after giving effect to this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 14,018,692 shares of our common stock are sold at an assumed public offering a price of $44.15 1.07 per share, the last reported sale price of our common stock on the Nasdaq Global Select The NASDAQ Capital Market on January 13July 16, 20212020, for aggregate gross proceeds of up to approximately $150,000,00015.0 million, and after deducting offering commissions and estimated offering expenses payable by us, you would incur will experience immediate dilution of $38.39 0.79 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30March 31, 2020, and the assumed public offering price per shareafter giving effect to this offering. Further, the future The exercise of any outstanding warrants and stock options to purchase shares will result in further dilution of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilutionyour investment. See the section titled "below entitled “Dilution" ” for a more information. You may experience future detailed illustration of the dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share you would incur if you participate in this offering. We will require additional capital funding, the receipt of which may sell shares or other securities in any other offering at a price per share that is less than impair the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares value of our common stock. Our future capital requirements depend on many factors, including our research, development, sales and marketing activities. We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to develop our drug candidates. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities convertible may have greater rights, preferences or exchangeable into privileges than our existing common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is We do not possible intend to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations pay dividends in the sales agreement foreseeable future. We have never paid cash dividends on our common stock and compliance with applicable lawcurrently do not plan to pay any cash dividends in the foreseeable future. In May 2020, we have the discretion to deliver instruction to SVB Leerink to sell shares SEC issued an order suspending the trading of our common stock at any time throughout and Nasdaq issued a trading halt in our common stock. On May 1, 2020, the term SEC, pursuant to Section 12(k) of the sales agreementExchange Act, ordered the temporary suspension of trading in our securities because of questions regarding the accuracy and adequacy of information in the marketplace about us and our securities. Pursuant to the suspension order, the suspension commenced at 9:30 a.m. EDT on May 4, 2020 and terminated at 11:59 p.m. EDT on May 15, 2020. On May 15, 2020, Nasdaq issued a trading halt in our common stock pending the receipt of requested information, which halt was released on May 28, 2020. We believe in the accuracy and adequacy of our public disclosures, but can provide no assurances that we will not encounter future similar actions, which may adversely affect the holders of our common stock. Special Note Regarding Forward-Looking Statements This prospectus supplement, the accompanying prospectus and the other documents we have filed with the SEC that are incorporated herein by reference contain forward- looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management or other financial items are forward-looking statements. The number words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. 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 supplement, particularly as set forth and incorporated by reference in the “Risk Factors” section above, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we may make. You should read this prospectus supplement, the accompanying prospectus and the documents that we incorporate by reference in this prospectus supplement completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, except as otherwise required by law. We advise you, however, to consult any further disclosures we make on related subjects in our future annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K we file with or furnish to the SEC. Use of Proceeds We intend to use the net proceeds from this offering for our planned clinical trials, preclinical programs, for other research and development activities and for general corporate purposes. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares that are sold through SVB Leerink after under or fully utilize the sales agreement with the Agent as a source of financing. The amount and timing of our instruction use of the net proceeds from any offerings hereunder will fluctuate based depend on a number of factors, including such as the market price timing and progress of our clinical trial efforts and pre-clinical programs. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our management will have broad discretion in the timing and application of these proceeds. Pending application of the net proceeds as described above, we intend to temporarily invest the proceeds in short-term, interest-bearing instruments. Dividend Policy We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our common stock during for the sales periodforeseeable future. We expect to retain future earnings, if any, to fund the limits we set with SVB Leerink in any instruction development and growth of our business. Any future determination to sell shares, and the demand for pay dividends on our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels discretion of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directorsdirectors and will depend upon, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value among other factors, our results of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidoperations, financial condition, capital requirements and any contractual restrictions.
Appears in 1 contract
Samples: ir.moleculin.com
RISK FACTORS. You An investment in our common stock involves risks. We urge you to carefully consider all of the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus and other information which may be incorporated by reference in this prospectus supplement and the accompanying prospectus as provided under “Incorporation of Certain Documents by Reference.” In particular, you should consider carefully the risks described below and discussed risk factors under the section titled heading “Risk Factors” contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934K, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus in their entirety, together with other information in this supplement and the accompanying prospectus, as those risk factors are amended or supplemented by our subsequent filings with the SEC. This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Please read “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the information and forward-looking statements as a result of certain factors, including the risks described in the documents incorporated by reference in into this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually these risks occur, this could expose us to liability, and our business, financial condition, condition or results of operations or cash flow operation could be harmedadversely affected. This As a result, you could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference Risks Related to This Offering Sales of our common stock in this prospectus offering, or the perception that such sales may occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $50.0 million from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock. You may experience immediate and substantial dilution in the book value per share of the common stock you purchase in the offering. The public offering price per share in this offering may exceed the pro forma as adjusted net tangible book value per share of our common stock after giving effect to this offering. Assuming that an aggregate of 43,859,649 shares of our common stock are not sold at a price of $1.14 per share, the only ones we facelast reported sale price of our common stock on The Nasdaq Capital Market on March 8, 2021, for aggregate gross proceeds of up to approximately $50.0 million, and after deducting commissions and estimated offering expenses payable by us, you will experience immediate dilution of $0.37 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of December 31, 2020, after giving effect to this offering and the assumed public offering price. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operationsThe exercise of outstanding warrants and stock options will result in further dilution of your investment. Please also read carefully See the section below titled entitled “Special Note Regarding Forward-Looking Statements.Dilution” Risks Relating for a more detailed illustration of the dilution you would incur if you participate in this offering. The market price for our common stock has experienced significant price and volume volatility and is likely to continue to experience significant volatility in the future, which may cause the value of any investment in our common stock to decline. Our stock price and the stock prices of companies similar to Brickell have been highly volatile. In addition, stock markets generally have recently experienced significant volatility. Our stock price has experienced significant price and volume volatility for the past several years, and our stock price is likely to experience significant volatility in the future. The price of our common stock may decline and the value of any investment in our common stock may be reduced regardless of our performance. Further, the daily trading volume of our common stock has historically been relatively low. As a result of the historically low volume, our stockholders may be unable to sell significant quantities of common stock in the public trading markets without a significant reduction in the price of our common stock. The trading price of our common stock may be influenced by factors beyond our control, such as the volatility of the financial markets in general, including in reaction to the Offering Our management team may invest ongoing COVID-19 pandemic, uncertainty surrounding the U.S. economy, conditions and trends in the markets we serve, changes in the estimation of the future size and growth rate of our markets, publication of research reports and recommendations by financial analysts relating to our business, the business of our competitors or spend the proceeds pharmaceutical industry, changes in market valuation or earnings of this offering in ways with which you our competitors or other small capitalization companies, sales of our common stock by our principal stockholders, and the trading volume of our common stock, or further restrictive regulation of our industry. The historical market prices of our common stock may not agree be indicative of future market prices, and we may be unable to sustain or increase the value of our common stock. Further, we have historically used equity incentive compensation as part of our overall compensation arrangements for certain employees. The effectiveness of equity incentive compensation in ways retaining key employees may be adversely impacted by volatility in our stock price. Significant declines in our stock price may also interfere with our ability, if needed, to raise additional funds through equity financing or to finance strategic transactions with our stock, or recruit and retain key employees. Moreover, any inability or perceived inability of investors to realize a gain on an investment in our common stock could have an adverse effect on our business, financial condition and results of operations by potentially limiting our ability to attract and retain qualified employees and to raise capital. In addition, there may be increased risk of securities litigation following periods of significant fluctuations in our stock price. Securities class action lawsuits are often brought against companies after periods of extreme volatility in the market price of their securities. These and other consequences of volatility in our stock price which may not yield a significant returncould be exacerbated by macroeconomic conditions that affect the market generally, or our industry in particular, could have the effect of diverting management’s attention and could materially harm our business. Our management Management will have broad discretion over as to the use of the proceeds from this offering, and we may not use the proceeds effectively. The net proceeds from this offering You will be used for working capital and general corporate purposes, which may include, among other things, relying on the advancement of the development judgment of our product candidate, IMVT-1401. We may also management with regard to the use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The Our management will have broad discretion in the application of the net proceeds may be used for corporate purposes from this offering and could spend the proceeds in ways that do not increase improve our operating results of operations or enhance the value of our common stock. If you purchase Our failure to apply these funds effectively could have a material adverse effect on our common stock in this offering, you will incur immediate business and substantial dilution in cause the net tangible book value of your common stock. The shares of common stock sold in this offering from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock are sold at an assumed public offering price of $44.15 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more informationdecline. You may experience future dilution as a result of this or future equity offerings. To In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offeringstock. We may cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is less equal to or greater than the price per share paid by investors in this offering, and investors purchasing our shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, stock or other securities convertible into or exchangeable into for our common stock, stock in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver instruction to SVB Leerink to sell shares Resales of our common stock at any time throughout in the term of the sales agreement. The number of shares that are sold through SVB Leerink after public market during this offering by our instruction will fluctuate based on a number of factors, including stockholders may cause the market price of our common stock during the sales period, the limits we set to fall. We may issue common or preferred stock from time to time in connection with SVB Leerink in any instruction this offering. This issuance from time to sell time of these new shares, and or our ability to issue these shares in this offering, could result in resales of our common stock by our current stockholders concerned about the demand potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock during the sales periodstock. Because the price per share of each share sold will fluctuate during this offering, it is We are not currently possible to predict the number of shares that paying dividends and will be sold or the gross proceeds to be raised in connection with those sales. The likely continue not paying cash dividends on our common stock offered hereby will be sold for the foreseeable future. We have never paid cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock for the foreseeable future. Future credit facilities may also restrict us from paying dividends on our securities. Investors should not rely on an investment in “at us if they require income generated from dividends paid on our capital stock. Any income derived from our common stock may only come from a rise in the market offerings,” price of our common stock, which is uncertain and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paidunpredictable.
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Samples: Prospectus
RISK FACTORS. Investing in our securities involves risks. You should carefully consider carefully the risks risks, uncertainties and other factors described below and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q as updated and Current Reports on Form 8-K that we have filed or superseded by our subsequent filings under will file with the Securities Exchange Act of 1934SEC, as amended, or the Exchange Act, each of and in other documents which is are incorporated by reference in into this prospectus in their entiretysupplement, together with including the risk factors and other information contained in this prospectus, and the information and documents or incorporated by reference into this prospectus supplement before investing in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our securities. Our business, financial condition, results of operations operations, cash flows or cash flow prospects could be harmedmaterially adversely affected by any of these risks. This The risks and uncertainties described in the documents incorporated by reference herein are not the only risks and uncertainties that we may face. Risks Relating to Our Common Stock and this Offering We have broad discretion as to the use of proceeds from this offering and may not use the proceeds effectively. Our management will retain broad discretion as to the allocation of the proceeds and may spend these proceeds in ways in which you may not agree. The failure of our management to apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, each of which could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.” Risks Relating to the Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stockdecline. If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your common stockdilution. The shares price per share of common stock sold in this offering from time to time will being offered may be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of our outstanding common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 44,117,647 shares of common stock are sold at an assumed public offering a price of $44.15 3.40 per share, the last reported sale price of shares of our common stock on the Nasdaq Global Select Market NYSE on January 13April 28, 20212022, for aggregate gross proceeds of $150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you new investors in this offering would incur immediate dilution of $38.39 per share, representing the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price 1.87 per share. FurtherIn addition, you may also experience additional dilution after this offering on any future equity issuances, including the future exercise issuance of any outstanding options shares under an employee stock purchase plan that we intend to purchase shares present to our stockholders for approval at our 2022 annual meeting of common stock or stockholders. To the issuance extent we issue equity securities, our stockholders will experience substantial additional dilution. See “Dilution” for additional information. The actual number of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. It is not possible to predict the actual number of shares we will sell issue under the sales agreementSales Agreement, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the sales agreement Sales Agreement and compliance with applicable law, we have the discretion to deliver instruction a placement notice to SVB Leerink to sell shares of our common stock the Agents at any time throughout the term of the sales agreementSales Agreement. The number of shares of common stock that are sold through SVB Leerink by an Agent after our instruction delivery of a placement notice to such Agent will fluctuate based depend on a number of factors, including the market price of our the shares of common stock during the sales period, the period and limits we set with SVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales periodAgents. Because the price per share of each share sold will fluctuate based on the market price of shares of our common stock during this offeringthe sales period, it is not currently possible at this stage to predict the number of shares of common stock that will or may be sold or the gross proceeds to be raised in connection with those salesultimately issued. The shares of common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares common stock at different times will likely pay different prices. Investors who purchase shares of common stock in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In additionof common stock sold, subject to the final determination by our board of directors, and there is no minimum or maximum per share sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering of common stock as a result of share sales made at prices lower than the prices they paid.
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Samples: d18rn0p25nwr6d.cloudfront.net
