Item 1A. Risk Factors
ITEM 1A. RISK FACTORS
Except as set forth below, there have been no material changes to the previously disclosed risk factors discussed in “Part I, Item 1A, Risk Factors” in the Annual Report. You should consider carefully these factors, together with all of the other information in this Quarterly Report, including our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report, before making an investment decision.
It is not possible to predict the actual number of shares we will sell under the SEPA, or the actual gross proceeds resulting from those sales.
On January 25, 2025, we entered into the SEPA with YA, pursuant to which YA committed to purchase up to $200.0 million in shares of our Common Stock, subject to certain limitations and conditions.
We generally have the right to control the timing and amount of any sales of our shares of Common Stock to YA under the SEPA. Because the purchase price per share to be paid by YA for the shares of Common Stock that we may elect to sell to YA under the SEPA will fluctuate based on the market prices of our Common Stock during the applicable purchase valuation period for each purchase made pursuant to the SEPA, it is not possible for us to predict the total number of shares of Common Stock that we will sell to YA under the SEPA, the purchase price per share that YA will pay for shares purchased from us in the future under the SEPA, or the aggregate gross proceeds that we will receive from those purchases by YA under the SEPA. Sales of shares of our Common Stock pursuant to the SEPA will be dilutive to stockholders.
Moreover, although the SEPA provides that we may sell up to an aggregate of $200.0 million of our Common Stock to YA, only 2,302,733 shares of our Common Stock under the SEPA are being registered for resale by YA, which registration statement on Form S-1 filed with the SEC on January 27, 2025, as amended (as amended, the “Registration Statement”), has not yet been declared effective. If it becomes necessary for us to issue and sell to YA under the SEPA more than the shares that are being registered for resale under the Registration Statement in order to receive aggregate gross proceeds equal to the total commitment of aggregate of $200.0 million under the SEPA, we must file with the SEC one or more additional registration statements to register under the Securities Act of 1933 the resale by YA of any such additional shares of our Common Stock we wish to sell from time to time under the SEPA, which the SEC must declare effective and we may need to obtain stockholder approval to issue shares of Common Stock in excess of the exchange cap under the SEPA in accordance with applicable listing rules of The Nasdaq Stock Market.
31
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.