10/17/2024 | Press release | Distributed by Public on 10/17/2024 14:38
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Delaware
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87-0652870
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Page
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
PROSPECTUS SUMMARY
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| | | | 2 | | |
THE OFFERING
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| | | | 7 | | |
RISK FACTORS
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| | | | 8 | | |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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| | | | 9 | | |
USE OF PROCEEDS
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| | | | 11 | | |
PRIVATE PLACEMENT OF WARRANTS
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| | | | 12 | | |
SELLING STOCKHOLDERS
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| | | | 13 | | |
DESCRIPTION OF CAPITAL STOCK
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| | | | 15 | | |
PLAN OF DISTRIBUTION
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| | | | 18 | | |
LEGAL MATTERS
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| | | | 20 | | |
EXPERTS
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| | | | 20 | | |
WHERE YOU CAN FIND MORE INFORMATION
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| | | | 20 | | |
INFORMATION INCORPORATED BY REFERENCE
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| | | | 20 | | |
Name of Selling stockholder
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Number of
shares of Common Stock Owned Prior to Offering |
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Maximum
Number of shares of Common Stock to be Sold Pursuant to this Prospectus(8) |
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Number of
shares of Common Stock Owned After Offering(9) |
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Percent(9)
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Armistice Capital, LLC(1)
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| | | | 17,572,016(2) | | | | | | 17,413,016 | | | | | | 159,000 | | | | | | * | | |
Michael Vasinkevich(3)
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| | | | 331,375(4) | | | | | | 221,121 | | | | | | 110,254 | | | | | | * | | |
Noam Rubinstein(3)
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| | | | 162,777(5) | | | | | | 108,621 | | | | | | 54,156 | | | | | | * | | |
Craig Schwabe(3)
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| | | | 17,359(6) | | | | | | 11,638 | | | | | | 5,721 | | | | | | * | | |
Charles Worthman(3)
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| | | | 5,167(7) | | | | | | 3,448 | | | | | | 1,719 | | | | | | * | | |
TOTAL | | | | | | | | | | | 17,757,844 | | | | | | | | | | | | | | |
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SEC registration fee
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| | | $ | 2,991 | | |
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Legal fees and expenses
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| | | $ | 2,500 | | |
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Printing fees and expenses
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| | | $ | 20,000 | | |
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Accounting fees and expenses
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| | | $ | 10,000 | | |
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Miscellaneous fees and expenses
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| | | $ | 6,000 | | |
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Total
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| | | $ | 41,491 | | |
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/s/ Peter H. Nielsen
Peter H. Nielsen
President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director |
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October 17, 2024
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/s/ Heath W. Cleaver
Heath W. Cleaver
Director |
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October 17, 2024
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/s/ Paul D. Aubert
Paul D. Aubert
Director |
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October 17, 2024
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/s/ Aline Sherwood
Aline Sherwood
Director |
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October 17, 2024
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/s/ Douglas P. Morris
Douglas P. Morris
Director and Secretary |
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October 17, 2024
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