Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: On March 19, 2024, we entered into an At-The-Market Issuance Sales
−Removed: Agreement, as may be amended from time to time (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”)
−Removed: under which we may, from time to time, issue and sell shares of our Common Stock having aggregate sales proceeds of up to $30 million,
−Removed: in a series of one or more “at-the-market” equity offerings (the “ATM Program”).
−Removed: Ascendiant is not required to
−Removed: sell any specific share amounts but acts as our sales agent, using commercially reasonable efforts consistent with its normal trading
−Removed: and sales practices.
−Removed: We agreed to pay Ascendiant a commission equal to 3.0% of the aggregate gross proceeds we receive from each sale
−Removed: of shares of our Common Stock.
−Removed: Pursuant to the Sales Agreement, any shares will be sold pursuant to our shelf registration statement on
−Removed: Form S-3 (File No.
−Removed: 333-275282) filed with the SEC on November 2, 2023, including the base prospectus contained therein, as declared effective
−Removed: by the SEC on November 29, 2023.
−Removed: Shares of our Common Stock will be sold at prevailing market prices at the time of the sale, and as a
−Removed: result, prices may vary.
−Removed: the period April 1, 2024, through August 5, 2024, the Company has sold 7,340,312 shares of its Common Stock for net proceeds of $1,404.
+Added: On March 19, 2024, we entered into an At-The-Market Issuance Sales Agreement (the "Sales Agreement") with Ascendiant Capital Markets, LLC ("Ascendiant") under which we may offer and sell, from time to time at our sole discretion, shares of our common stock, par value $0.0001 per share, having an aggregate gross sales price of up to $50 million, to or through Ascendiant.
+Added: The offer and sales of the shares are made pursuant to a previously filed shelf registration statement on Form S-3 (File No.
+Added: 333-275282), originally filed with the SEC on November 2, 2023 and declared effective on November 29, 2023, and the related prospectus supplement dated September 9, 2024 and filed with the SEC on such date.
+Added: We will pay Ascendiant a commission of 3.0% of the gross proceeds from the sales of shares sold through Ascendiant under the Sales Agreement.
+Added: We will also reimburse Ascendiant for certain expenses incurred in connection with the Sales Agreement.
+Added: Both we and Ascendiant may each terminate the Sales Agreement at any time upon specified prior written notice.
+Added: During the period October 1, 2024, through November 13, 2024, we sold 1,534,356 shares of our common stock for net proceeds of $2.5 million.
Defaults Upon Senior Securities.
−Removed: a discussion of the “ Convertible Promissory Note Due to Novartis ” refer to Note 5 to the Condensed Consolidated Financial
−Removed: Statements (Unaudited) in Part I, Item 1 of this Quarterly Report.
+Added: For information regarding defaults upon senior securities, see “Note 5, Convertible promissory note due to Novartis” in the accompanying “Notes to Condensed Consolidated Financial Statements” in this Quarterly Report, which information is incorporated herein by reference.
Mine Safety Disclosures.
+Added: Not applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.