06/09/2025 | Press release | Distributed by Public on 06/09/2025 05:01
TABLE OF CONTENTS
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Per Share
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Total
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Public Offering Price
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$2.650
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$1,152,008.00
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Placement Agent Fees(1)
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$0.186
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$80,640.56
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Proceeds, before expenses, to us
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$2.464
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$1,071,367.44
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(1)
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Includes a cash fee of 7.0% of the aggregate gross proceeds in this offering. In addition, we have agreed to reimburse certain expenses of the Placement Agent in connection with the offering and to issue to the Placement Agent unregistered warrants to purchase a number of shares of common stock equal to 7.0% of the aggregate number of shares of common stock sold in this offering. See "Plan of Distribution" for additional disclosure regarding Placement Agent's compensation.
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ABOUT THIS PROSPECTUS
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S-1
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PROSPECTUS SUMMARY
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S-3
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RISK FACTORS
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S-6
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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S-9
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USE OF PROCEEDS
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S-10
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DILUTION
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S-11
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DESCRIPTION OF SECURITIES WE ARE OFFERING
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S-12
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PRIVATE PLACEMENT TRANSACTION
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S-12
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PLAN OF DISTRIBUTION
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S-13
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LEGAL MATTERS
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S-15
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EXPERTS
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S-15
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INCORPORATION BY REFERENCE
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S-16
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WHERE YOU CAN FIND MORE INFORMATION
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S-17
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ABOUT THIS PROSPECTUS
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1
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PROSPECTUS SUMMARY
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2
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RISK FACTORS
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4
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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5
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USE OF PROCEEDS
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6
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PLAN OF DISTRIBUTION
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7
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DESCRIPTION OF CAPITAL STOCK
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9
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DESCRIPTION OF DEBT SECURITIES
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14
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DESCRIPTION OF WARRANTS
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21
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DESCRIPTION OF UNITS
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22
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FORM OF SECURITIES
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23
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LEGAL MATTERS
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24
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EXPERTS
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24
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INCORPORATION BY REFERENCE
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25
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICAITON FOR SECURITIES ACT LIABILITIES
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26
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WHERE YOU CAN FIND MORE INFORMATION
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26
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the sale, including traditional sales, Venus Prime and legacy subscription-based sales, of systems, inclusive of the main console and applicators/handpieces (referred to as system revenue);
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marketing supplies and kits;
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consumables and disposables;
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service revenue; and
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replacement applicators/handpieces.
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(1)
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The number of shares of our common stock outstanding immediately before this offering and to be outstanding after this offering is based on 709,130 shares of common stock outstanding as of March 31, 2025, excluding the following as of such date:
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112,690 shares of common stock issuable upon the exercise of warrants at a weighted average exercise price of $154.20 per share;
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81,506 shares of common stock issuable upon the exercise of options at a weighted average exercise price of $185.23 per share;
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235,788 shares of common stock issuable upon the conversion of convertible notes;
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11,309,356 shares of common stock issuable upon the conversion of preferred stock;
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65,268 shares of common stock reserved for future issuance under our equity incentive plans.
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uncertainties relating to potential strategic alternatives or any strategic transaction, including actual or perceived adverse developments in this process or the announcement or pendency of any such transaction;
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introduction of new products, services or technologies, significant contracts, commercial relationships or capital commitments by competitors;
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failure to meet or exceed financial and development projections we may provide to the public;
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failure to meet or exceed the financial and development projections of the investment community;
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announcements of significant acquisitions, strategic collaborations, joint ventures or capital commitments by us or our competitors;
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disputes or other developments relating to proprietary rights, including patents, litigation matters, and our ability to obtain patent protection for our technologies;
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additions or departures of key personnel;
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significant lawsuits or government investigations, including patent or stockholder litigation;
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if securities or industry analysts do not publish research or reports about our business, or if they issue adverse or misleading opinions regarding our business and stock;
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changes in the market valuations of similar companies;
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general market or macroeconomic conditions;
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sales of common stock by us or our stockholders in the future;
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trading volume of our common stock;
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adverse publicity relating to hair restoration or other minimally invasive or non-invasive medical aesthetic procedures generally, including with respect to other products in such markets;
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the introduction of technological innovations that compete with our products and services; and
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period-to-period fluctuations in our financial results.
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our dependency on our internal lease programs, which exposes us to the credit risk of our customers over the life of each subscription and/or Venus Prime agreement;
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our customers' failure to make payments under their subscription or Venus Prime agreements;
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our customers' ability to secure third party financing due to tightened credit markets and higher interest rates;
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our need to obtain, maintain and enforce our intellectual property rights;
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the extensive governmental regulation and oversight in the countries in which we operate and our ability to comply with the applicable requirements;
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the possibility that our systems may cause or contribute to adverse medical events that could harm our reputation, business, financial condition and results of operations;
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a significant portion of our operations are located in Israel and therefore our business, financial condition and results of operations may be adversely affected by political, economic and military conditions there;
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our ability to come into compliance with the listing requirements of the Nasdaq Capital Market;
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the volatility of our stock price;
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our dependency on one major contract manufacturer in Israel exposes us to supply disruptions should that facility be subject to a strike, shutdown, fire flood or other natural disaster;
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our reliance on the expertise and retention of management;
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our ability to access the capital markets and/or obtain credit on favorable terms;
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inflation, currency fluctuations and currency exchange rates;
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global supply disruptions; and
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global economic and political conditions and uncertainties, including but not limited to the Russia-Ukraine and Israel-Hamas conflicts.
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Offering price per share
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$2.65
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Net tangible book value per share as of March 31, 2025
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$(1.96)
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Increase in net tangible book value per share attributable to this offering
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$1.58
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As adjusted net tangible book value per share as of March 31, 2025 after giving effect to this offering
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$(0.38)
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Dilution in as adjusted net tangible book value per share to investors participating in this offering
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$3.03
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112,690 shares of common stock issuable upon the exercise of warrants at a weighted average exercise price of $154.20 per share;
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81,506 shares of common stock issuable upon the exercise of options at a weighted average exercise price of $185.23 per share;
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235,788 shares of common stock issuable upon the conversion of convertible notes;
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11,309,356 shares of common stock issuable upon the conversion of preferred stock;
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65,268 shares of common stock reserved for future issuance under our equity incentive plans.
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Per Share
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Total
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Public Offering Price
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$2.650
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|
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$1,152,008.00
|
Placement Agent Fees(1)
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|
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$0.186
|
|
|
$80,640.56
|
Proceeds, before expenses, to us
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$2.464
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|
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$1,071,367.44
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(1)
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Includes a cash fee of 7.0% of the aggregate gross proceeds in this offering. We will also pay the Placement Agent in connection with this offering a management fee equal to 1.0% of the gross proceeds raised in the offering, $15,000 for non-accountable expenses, up to $30,000 for expenses of legal counsel and other out-of-pocket expenses and up to $10,000 for clearing fees. We estimate that the total expenses of the offering payable by us, excluding the Placement Agent's fees and the reimbursement noted above, will be approximately $20,000.
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may not engage in any stabilization activity in connection with our securities; and
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may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.
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our Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 31, 2025;
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 15, 2025;
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our Current Reports on Form 8-K, filed on January 7, 2025, January 31, 2025, February 14, 2025, February 25, 2025, March 4, 2025, March 28, 2025, April 2, 2025, April 8, 2025, April 11, 2025 (as amended on April 14, 2025), April 14, 2025, May 2, 2025, May 28, 2025, June 2, 2025 and June 6, 2025; and
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the description of our common stock contained in our registration statement on Form 8-A filed on October 10, 2017, including any amendments or reports filed for the purposes of updating this description.
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ABOUT THIS PROSPECTUS
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1
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PROSPECTUS SUMMARY
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2
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RISK FACTORS
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|
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4
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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|
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5
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USE OF PROCEEDS
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6
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PLAN OF DISTRIBUTION
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7
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DESCRIPTION OF CAPITAL STOCK
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9
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DESCRIPTION OF DEBT SECURITIES
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14
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DESCRIPTION OF WARRANTS
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21
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DESCRIPTION OF UNITS
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22
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FORM OF SECURITIES
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23
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LEGAL MATTERS
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24
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EXPERTS
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24
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INCORPORATION BY REFERENCE
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25
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
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26
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WHERE YOU CAN FIND MORE INFORMATION
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26
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the sale, including traditional sales and subscription-based sales, of systems, inclusive of the main console and applicators/handpieces (referred to as system revenue);
|
•
|
marketing supplies and kits;
|
•
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consumables and disposables;
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•
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service revenue; and
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•
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replacement applicators/handpieces.
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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our dependency on our internal lease programs, which exposes us to the credit risk of our customers over the life of each subscription and/or Venus Prime agreement;
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our customers' failure to make payments under their subscription or Venus Prime agreements;
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our customers' ability to secure third party financing due to tightened credit markets and higher interest rates;
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our need to obtain, maintain and enforce our intellectual property rights;
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the extensive governmental regulation and oversight in the countries in which we operate and our ability to comply with the applicable requirements;
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the possibility that our systems may cause or contribute to adverse medical events that could harm our reputation, business, financial condition and results of operations;
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a significant portion of our operations are located in Israel and therefore our business, financial condition and results of operations may be adversely affected by political, economic and military conditions there;
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our ability to come into compliance with the listing requirements of the Nasdaq Capital Market;
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the volatility of our stock price;
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our dependency on one major contract manufacturer in Israel exposes us to supply disruptions should that facility be subject to a strike, shutdown, fire flood or other natural disaster;
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our reliance on the expertise and retention of management;
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our ability to access the capital markets and/or obtain credit on favorable terms;
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inflation, currency fluctuations and currency exchange rates;
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global supply disruptions; and
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global economic and political conditions and uncertainties, including but not limited to the Russia-Ukraine and Israel-Hamas conflicts.
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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at negotiated prices.
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7,255,277 shares of our common stock held by approximately 82 stockholders of record;
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993,327 shares of our common stock issuable upon exercise of outstanding stock options;
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1,936,920 shares of our common stock issuable upon exercise of outstanding warrants;
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2,853,024 shares of common stock issuable upon the conversion of convertible notes outstanding as of September 30, 2024; and
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4,472,529 shares of our preferred stock.
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any breach of the director's duty of loyalty to us or our stockholders;
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
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any transaction from which the director derived an improper personal benefit.
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the title and ranking of the debt securities (including the terms of any subordination provisions);
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the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;
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any limit on the aggregate principal amount of the debt securities;
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the date or dates on which the principal of the securities of the series is payable;
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the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;
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the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered;
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the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities;
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any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
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the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;
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the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
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whether the debt securities will be issued in the form of certificated debt securities or global debt securities;
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the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
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the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;
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the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;
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if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;
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the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;
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any provisions relating to any security provided for the debt securities;
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any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;
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any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;
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the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;
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any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities; and
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whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees. (Section 2.2)
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we are the surviving corporation or the successor person (if other than Venus Concept) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture; and
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immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.
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default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);
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default in the payment of principal of any security of that series at its maturity;
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default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities
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certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Venus Concept;
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any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. (Section 6.1)
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that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and
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the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request to the trustee, and offered indemnity or security satisfactory to the trustee, to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days. (Section 6.7)
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to cure any ambiguity, defect or inconsistency;
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to comply with covenants in the indenture described above under the heading "Consolidation, Merger and Sale of Assets";
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to provide for uncertificated securities in addition to or in place of certificated securities;
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to add guarantees with respect to debt securities of any series or secure debt securities of any series;
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to surrender any of our rights or powers under the indenture;
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to add covenants or events of default for the benefit of the holders of debt securities of any series;
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to comply with the applicable procedures of the applicable depositary;
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to make any change that does not adversely affect the rights of any holder of debt securities;
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to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture;
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to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or
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to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. (Section 9.1)
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reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;
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reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;
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reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;
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reduce the principal amount of discount securities payable upon acceleration of maturity;
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waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);
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make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;
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make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or
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waive a redemption payment with respect to any debt security. (Section 9.3)
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we may omit to comply with the covenant described under the heading "Consolidation, Merger and Sale of Assets" and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and
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any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series ("covenant defeasance").
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depositing with the trustee money or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and
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delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. (Section 8.4)
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the number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise;
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the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock;
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the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property;
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the date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable;
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the terms of any rights to redeem or call the warrants;
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the date on which the right to exercise the warrants will commence and the date on which the right will expire;
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United States Federal income tax consequences applicable to the warrants; and
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any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the warrants.
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to vote, consent or receive dividends;
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receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or
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exercise any rights as stockholders of Venus Concept.
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the title of the series of units;
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identification and description of the separate constituent securities comprising the units;
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the price or prices at which the units will be issued;
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the date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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a discussion of certain United States federal income tax considerations applicable to the units; and
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any other terms of the units and their constituent securities.
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TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
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our Annual Report on Form 10-K for the year ended December 31, 2023, filed on April 1, 2024;
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 15, 2024, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 13, 2024;
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our Current Reports on Form 8-K, filed on January 19, 2024, January 24, 2024, February 14, 2024, February 27, 2024, March 25, 2024, April 1, 2024, April 17, 2024, April 24, 2024, May 15, 2024, May 28, 2024, May 29, 2024, June 6, 2024, June 10, 2024, June 25, 2024, July 12, 2024, August 1, 2024, August 13, 2024, September 5, 2024, September 16, 2024, September 27, 2024, and September 30, 2024; and
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the description of our common stock contained in our registration statement on Form 8-A filed on October 10, 2017, including any amendments or reports filed for the purposes of updating this description.
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TABLE OF CONTENTS