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Future issuances of the Company’s common stock or other securities, including upon the exercise of warrants issued by the Company, could adversely affect the market price of the Company's common stock and could be dilutive.
−Removed: On April 3, 2024, the Company completed the Private Placement for gross proceeds of $150.0 million through the issuance and sale of (i) 3.4 million shares (the “Common Shares”) of the Company’s common stock at a purchase price of $2.50 per Common Share, (ii) 11,418 shares (the “Series B Shares”) of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), at a purchase price of $10 thousand per Series B Share, (iii) 2,732 shares (the “Series C Shares” and together with the Series B Shares, the “Preferred Shares”) of the Company’s Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock” and together with the Series B Preferred Stock, the “Preferred Stock”), at a purchase price of $10 thousand per Series C Share, and (iv) warrants to purchase 5,942 shares of Series B Preferred Stock and 1,441 shares of Series C Preferred Stock at an exercise price of $10 thousand per share (the “Warrants”).
−Removed: Pending approval by the holders of the Company's common stock and subject to certain ownership limitations, the Preferred Stock is convertible or exchangeable into shares of common stock at the initial conversion rate of 4,000 shares of common stock for each share of Preferred Stock (the “Conversion”).
−Removed: Accordingly, as of April 3, 2024, the Preferred Shares would be convertible or exchangeable into 56.6 million shares of common stock and the Warrants would be exercisable into 29.5 million shares of common stock, assuming common shareholders approve the issuance of shares of the Company’s common stock upon the conversion, exchange, and exercise of the Preferred Stock and Warrants (the “Conversion Proposal”), as well as an amendment to the Company's articles of incorporation to increase the number of authorized shares of common stock from 50.0 million to 150.0 million (the “Articles Amendment Proposal” and together with the Conversion Proposal, the “Proposals”).
−Removed: The issuance of such shares of common stock upon the Conversion and upon exercise of the Warrants will result in substantial dilution to holders of common stock and a significant reduction in the percentage interests of the existing common shareholders in the voting power and in the future earnings per share of their common stock.
+Added: In the second quarter of 2024, the Company completed the Private Placements pursuant to which it has issued approximately (i) 53.9 million shares of the Company’s common stock, (ii) warrants to purchase 23.8 million shares of the Company’s common stock at an exercise price of $2.50 per share and 2.4 million shares of the Company’s common stock at an exercise price of $2.39 per share, (iii) 2,732 shares of Series C Preferred Stock, which are convertible or exchangeable into 10.9 million shares of the Company’s common stock, and (iv) warrants to purchase 1,441 shares of Series C Preferred Stock at an exercise price of $10 thousand per share, which are convertible or exchangeable upon exercise into 5.7 million shares of the Company’s common stock at an exercise price of $2.50 per share.
+Added: The issuance of shares of common stock in the Private Placements has resulted, and upon the conversion or exchange of the Series C Preferred Stock and upon exercise of the warrants will result, in substantial dilution to the holders of common stock in place prior to the consummation of the Private Placements and a significant reduction in the percentage interests of such common shareholders in the voting power and in the future earnings per share of their common stock.
+Added: Further, the exercise of such warrants at any time when the exercise price is less than the tangible book value of the shares of the Company’s common stock received will be dilutive to the tangible book value of the then existing common shareholders.
The resale of the additional shares of the Company’s common stock could also cause the market price of the Company’s common stock to decline.
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The Company’s shareholders bear the risk of future securities offerings diluting their stock holdings, adversely affecting their rights as shareholders, and/or reducing the market price of the Company’s common stock.
−Removed: The Company's Series B Preferred Stock and Series C Preferred Stock have rights, preferences, and privileges that are not held by, and are preferential to, the rights, preferences, and privileges of common stock, which could adversely affect the Company's liquidity and financial condition.
−Removed: The Preferred Stock has certain rights, preferences, and privileges compared to the rights, preferences, and privileges of common stock.
−Removed: For example, holders of shares of Preferred Stock are entitled to receive cumulative dividends at the rate of 15.0% per share per annum, payable semi-annually, commencing October 15, 2024.
−Removed: Such dividends may be paid, at the Company’s option, in cash or in kind through the issuance of additional shares of Preferred Stock.
−Removed: To the extent that such dividends are not paid semi-annually, then such unpaid dividends will accrue and compound until paid.
−Removed: Whenever dividends payable on the Preferred Stock have not been paid for an aggregate of three or more six-month dividend periods, in each case whether or not consecutive, the Company has agreed to increase the authorized number of directors on the Company’s board of directors by two, and the holders of the Preferred Stock shall have the right to elect directors to such newly created directorships until all accrued and unpaid dividends have been declared and paid in full.
−Removed: Prior to the Conversion, no dividend or distribution may be declared or paid upon any shares of the Company’s common stock.
−Removed: Additionally, the Preferred Stock is senior to the Company’s common stock, such that in the event of any liquidation, dissolution or winding up of the Company’s affairs, each holder of shares of Preferred Stock will be entitled to receive for each share of Preferred Stock, out of the assets of the Company or proceeds thereof available for distribution to shareholders of the Company, before any distribution of such assets or proceeds is made to the holders of shares of the Company’s common stock, payment in an amount equal to the sum of (i) the liquidation amount (which is initially $10 thousand per share of Preferred Stock) and (ii) any declared and unpaid dividends on such share of Preferred Stock (collectively, the “Liquidation Preference”).
−Removed: In the case of a merger, sale of substantially all of the Company’s assets or certain other reorganization events, each holder of Preferred Stock will be entitled to receive for each share of Preferred Stock, out of the assets of the Company or proceeds thereof (whether capital or surplus), legally available for distribution to the shareholders of the Company, a preference distribution equal to two times the amount of the Liquidation Preference.
−Removed: The Company’s obligations to the holders of Preferred Stock could limit its ability to obtain additional financing, which could have an adverse effect on the Company’s financial condition.
−Removed: Additionally, the preferential rights of the Preferred Stock could also result in divergent interests between the holders of the Company’s common stock and the holders of Preferred Stock.
−Removed: The Preferred Stock has conversion rights which could result in greater dilution to holders of the Company's common stock if shareholder approval of the Proposals is not obtained in a timely manner.
−Removed: Pending approval by the holders of the Company's common stock and subject to certain ownership limitations, the shares of Preferred Stock are convertible or exchangeable into shares of the Company’s common stock at the initial conversion rate of 4,000 shares of the Company’s common stock per share of Preferred Stock, which conversion rate is based on an initial conversion price of $2.50 per share of the Company’s common stock (the “Conversion Rate”).
−Removed: The Conversion Rate is subject to certain adjustments, including that the Conversion Rate will be decreased by 10.0% effective as of July 8, 2024, and such adjusted Conversion Rate will be decreased by 10.0% for each successive 95-calendar-day period thereafter, in each case, until the earlier of (i) April 15, 2025 and (ii) the date by which the Proposals have been approved by the Company’s shareholders and the certificate of amendment relating to the Articles Amendment Proposal has been issued by the Virginia State Corporation Commission.
−Removed: The effect of such reduction in the Conversion Rate is that a greater number of shares of common stock will be issued upon conversion, exchange, and exercise of the shares of Preferred Stock and Warrants, resulting in greater dilution to the holders of common stock.
+Added: Sales of large amounts of the Company’s common stock, or the perception that sales could occur, may depress the Company’s stock price.
+Added: The market price of the Company’s common stock could drop if existing shareholders decide to sell their shares, especially certain of the purchasers in the Private Placements.
+Added: As of July 19, 2024, Kenneth L.
+Added: Lehman owned approximately 20.0 million common shares, or about 27.2% of the outstanding shares of the Company’s common stock, and Castle Creek Capital Partners VIII, LP (“Castle Creek”) owned 593,078 common shares and owned all 2,732 outstanding shares of the Series C Preferred Stock, which are convertible or exchangeable into approximately 10.9 million shares of the Company’s common stock in certain circumstances, which, taken together, would constitute about 13.6% of the outstanding shares of the Company’s common stock (taking into account such additional shares of the
+Added: Company’s common stock upon conversion or exchange).
+Added: The market price could drop significantly if one or more shareholders sold substantial amounts of the Company’s common stock or other investors perceive sales to be imminent.
+Added: The Company cannot foresee the impact of such potential sales on the market, but it is possible that if a significant percentage of shares were attempted to be sold within a short period of time, the market for the Company’s shares would be adversely affected.
+Added: Even if a substantial number of sales do not occur within a short period of time, the mere existence of this “market overhang” could have a negative impact on the market for the Company’s common stock .
+Added: Lehman and Castle Creek are substantial holders of the Company’s securities.
+Added: Following the conversion or exchange of the Series C Preferred Stock, the Company expects that Mr.
+Added: Lehman will own approximately 20.0 million common shares, or about 23.7% of the outstanding shares of the Company’s common stock, and Castle Creek will own approximately 11.5 million common shares, or about 13.6% of the outstanding shares of the Company’s common stock (in each case, taking into account such additional shares of the Company’s common stock upon conversion or exchange).
+Added: Pursuant to the terms of the securities purchase agreement with the purchasers in the Private Placements, Mr.
+Added: Lehman has the right to appoint one representative on the Company’s Board of Directors, and Castle Creek has the right to appoint two representatives on the Company’s Board of Directors.
+Added: Lehman and/or Castle Creek may have individual economic interests that are different from the other’s interests and different from the interests of the Company’s other shareholders.
+Added: The Company's Series C Preferred Stock has rights, preferences, and privileges that are not held by, and are preferential to, the rights, preferences, and privileges of common stock, which could adversely affect the Company's liquidity and financial condition.
+Added: The Series C Preferred Stock has certain rights, preferences, and privileges compared to the rights, preferences, and privileges of common stock.
+Added: For example, the Series C Preferred Stock is senior to the Company’s common stock, such that in the event of any liquidation, dissolution or winding up of the Company’s affairs, each holder of shares of Series C Preferred Stock will be entitled to receive for each share of Series C Preferred Stock, out of the assets of the Company or proceeds thereof available for distribution to shareholders of the Company, before any distribution of such assets or proceeds is made to the holders of shares of the Company’s common stock, payment in an amount equal to the sum of (i) the liquidation amount (which is initially $10 thousand per share of Series C Preferred Stock) and (ii) any declared and unpaid dividends on such share of Series C Preferred Stock (collectively, the “Liquidation Preference”).
+Added: In the case of a merger, sale of substantially all of the Company’s assets or certain other reorganization events, each holder of Series C Preferred Stock will be entitled to receive for each share of Series C Preferred Stock, out of the assets of the Company or proceeds thereof (whether capital or surplus), legally available for distribution to the shareholders of the Company, a preference distribution equal to two times the amount of the Liquidation Preference.
+Added: The Company’s obligations to the holders of Series C Preferred Stock could limit its ability to obtain additional financing, which could have an adverse effect on the Company’s financial condition.
+Added: Additionally, the preferential rights of the Series C Preferred Stock could also result in divergent interests between the holders of the Company’s common stock and the holders of Series C Preferred Stock.
Unregistered Sales of Equi ty Securities and Use of Proceeds
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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.