09/08/2021 | Press release | Distributed by Public on 09/08/2021 04:00
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Page
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ABOUT THIS PROSPECTUS
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ii
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
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iii
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PROSPECTUS SUMMARY
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1
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RISK FACTORS
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3
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USE OF PROCEEDS
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4
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SELLING SHAREHOLDERS
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5
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DESCRIPTION OF CAPITAL STOCK
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7
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PLAN OF DISTRIBUTION
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10
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LEGAL MATTERS
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12
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EXPERTS
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12
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WHERE YOU CAN FIND MORE INFORMATION
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12
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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13
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Selling Shareholder
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Shares
Beneficially
Owned Before
Offering
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Total Shares
Offered
By Selling
Shareholder
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Shares
Beneficially
Owned After
Offering(1)
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Percentage of
Beneficial
Ownership
After
Offering(1)
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Nantahala Capital Partners Limited Partnership(2)
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54,950
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54,950
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0
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0.00%
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NCP QR LP(2)
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72,284
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72,284
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0
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0.00%
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NCP RFM LP(2)
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64,654
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64,654
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0
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0.00%
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Nantahala Capital Partners SI, LP(2)
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509,749
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509,749
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0
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0.00%
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Silver Creek CS SAY, L.L.C.(2)
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34,402
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34,402
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0
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0.00%
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Blackwell Partners LLP - Series A(2)
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148,957
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148,957
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0
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0.00%
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Nantahala Capital Partners II Limited Partnership(2)
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115,274
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115,274
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0
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0.00%
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(1)
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Assumes sale of all shares offered under this prospectus by the Selling Shareholders.
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(2)
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Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of the Selling Shareholder as a General Partner or Investment Manager and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owners or the Selling Shareholder that they are themselves beneficial owners of these securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or any other purpose. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over the shares held by the Selling Shareholder.
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Ability to Issue Capital Stock with Preferential Rights without Shareholder Approval. The Board can at any time, under our Articles, and without shareholder approval, issue more than one class or series of shares, either Preferred Stock or Common Stock, and to fix the relative rights, restrictions and preferences of any such different classes or series. In some cases, the issuance of classes or series of stock having preferential rights to the shares of Common Stock that are currently outstanding, without shareholder approval, could discourage or make more difficult attempts to take control of our Company through a merger, tender offer, proxy contest or otherwise. Such classes or series of shares having preferential or special voting rights or other features issued to persons favoring our management could stop a takeover by preventing the person trying to take control of our Company from acquiring enough voting shares necessary to take control.
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Advance Notice Provisions for Raising Business or Nominating Directors. Sections 3.13 and 4.3 of our Bylaws contain advance-notice provisions relating to the ability of shareholders to raise business at a shareholder meeting and make nominations for directors to serve on the Board. These advance-notice provisions generally require shareholders to raise business within a specified period of time prior to a meeting in order for the business to be properly brought before the meeting. Similarly, our Bylaws prescribe the timing of submissions for nominations to the Board and certain factual and background information respecting the nominee and the shareholder making the nomination.
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Minnesota Business Combination Provision. Section 302A.673 of the MBCA generally prohibits the Company or any of its subsidiaries from entering into any merger, share exchange, sale of material assets or similar transaction with a 10% shareholder within four years following the date the person became a 10% shareholder, unless either the transaction or the person's acquisition of shares is approved prior to the person becoming a 10% shareholder by a committee of all of the disinterested members of the Board. The business combination provision applies to any corporation that has not expressly provided to the contrary in its articles or its bylaws. The Company has not opted out of this provision.
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Takeover Offer; Fair Price. Under Section 302A.675 of the MBCA, an offeror may not acquire shares of a publicly held corporation within two years following the last purchase of shares pursuant to a takeover offer with respect to that class, including acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction, unless (i) the acquisition is approved by a committee of the board's disinterested directors before the purchase of any shares by the offeror pursuant to the earlier takeover offer, or (ii) shareholders are afforded, at the time of the proposed acquisition, a reasonable opportunity to dispose of the shares to the offeror upon substantially equivalent terms as those provided in the earlier takeover offer.
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Greenmail Restrictions. Under Section 302A.553 of the MBCA, a corporation is prohibited from buying shares at an above-market price from a greater than 5% shareholder who has held the shares for less than two years unless (i) the purchase is approved by holders of a majority of the outstanding shares entitled to vote or (ii) the corporation makes an equal or better offer to all shareholders for all other shares of that class or series and any other class or series into which they may be converted.
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales;
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in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share;
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a combination of any such methods of sale; or
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any other method permitted pursuant to applicable law.
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our Annual Report on Form 10-K for the year ended January 3, 2021 (filed with the SEC on April 2, 2021);
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our Quarterly Reports on Form 10-Q for the quarters ended July 4, 2021 (filed with the SEC on August 16, 2021) and April 4, 2021 (filed with the SEC on May 19, 2021);
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our Current Reports on Form 8-K and 8-K/A filed with the SEC on September 1, 2021, August 16, 2021, August 12, 2021, August 4, 2021, July 9, 2021, June 25, 2021, June 17, 2021, May 25, 2021, May 19, 2021, April 19, 2021, April 5, 2021, and January 13, 2021, respectively; and
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the description of our capital stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended January 3, 2021 (filed with the SEC on April 2, 2021).
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