Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the three months ended August 31, 2024, we issued and sold the following unregistered securities:
−Removed: In connection with the execution of the SEPA, we agreed to pay a commitment fee of $2,125,000 to YA Fund, payable on the effective date of the SEPA, in the form of the issuance of 456,287 shares of Common Stock, representing $2,125,000
−Removed: divided by the average of the daily VWAPs of the Common Stock during the three trading days immediately prior to the date of the SEPA.
−Removed: The foregoing issuance of securities was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state, and the securities were offered and issued in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2).
−Removed: During the three months ended August 31, 2024, there were no other unregistered sales of our securities except as previously reported in our Current Reports on Form 8-K.
+Added: (a) Unregistered Sales of Equity Securities
+Added: During the three months ended November 30, 2024, there were no other unregistered sales of our securities except as previously reported in our Current Reports on Form 8-K.
+Added: (c) Issuer Purchases of Equity Securities
+Added: The following table sets forth information regarding our purchases of shares of our common stock during the quarter ended November 30, 2024:
+Added: Total Number of Shares Purchased
+Added: Average Price Paid per Share
+Added: September 1, 2024 through September 30, 2024
+Added: October 1, 2024 through October 31, 2024
+Added: November 1, 2024 through November 30, 2024
+Added: 4,258,397 (1)
+Added: 4,258,397 (1)
+Added: (1) In addition to the purchase of shares of common stock reflected in the above table, on October 30, 2024, in connection with the Senior Unsecured Convertible Notes offering, with an effective date of November 4, 2024, we entered into a transaction with a forward counterparty thereto (the “Counterparty”) pursuant to which, on or before November 3, 2025, the Counterparty is obligated to deliver to us an aggregate of 7,165,300 shares of our common stock (the “Prepaid Forward Transaction”).
+Added: On October 30, 2024, in connection with the Prepaid Forward Transaction, we paid the Counterparty approximately $52.7 million, which equates to $7.36 per share of common stock.
Defaults Upon Senior Securities
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