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Recent Sales of Unregistered Securities
+Added: On February 27, 2024, we entered into a Purchase Agreement with certain existing accredited investors for the private placement of (i) 3,244,689 shares of our common stock at a price of $17.07 per share and (ii) Pre-Funded Warrants to purchase an aggregate of 26,046,065 shares of our common stock at a purchase price of $17.06 per Pre-Funded Warrant, resulting in net proceeds of approximately $499.3 million.
+Added: The Pre-Funded Warrants are exercisable at an exercise price of $0.01 and will be exercisable until exercised in full.
+Added: The holders of Pre-Funded Warrants may not exercise a Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
+Added: The holders of Pre-Funded Warrants may increase or decrease such percentage not in excess of 19.99%, in the case of an increase, by providing at least 61 days’ prior notice to the Company.
+Added: The private placement closed on February 29, 2024, subject to customary closing conditions.
+Added: We intend to use the net proceeds from the private placement to support our ongoing research and development activities, the acceleration and expansion of our proprietary BBB-crossing TV technology, as well as general corporate purposes and working capital.
+Added: We filed a registration statement on March 22, 2024 for purposes of registering the shares of common stock sold in the private placement (including the shares of common stock underlying the Pre-Funded Warrants).
+Added: We also granted a certain investor certain director nomination and additional registration rights, subject to certain exceptions, conditions, and limitations.
+Added: We are relying on the exemptions from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering, and we filed a Form D with respect to the private placement.
Use of Proceeds from Registered Securities
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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.