|
Delaware
|
| |
2834
|
| |
87-0652870
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☐ | |
| Prospectus | | | | | | | |
| | | | | ii | | | |
| | | | | 1 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 16 | | |
Selling Stockholders
|
| |
Number of
Shares Beneficially Owned Prior to the Offering |
| |
Percent
|
| |
Maximum
Number Offered by Selling Stockholder(6) |
| |
Number of
Shares Beneficially Owned After Completion of Offering(7) |
| |
Percent(7)
|
| |||||||||||||||
Armistice Capital Master Fund Ltd.
|
| | | | 180,000(1) | | | | | | 2.21% | | | | | | 180,000 | | | | | | — | | | | | | — | | |
CVI Investments, Inc.
|
| | | | 333,628(2) | | | | | | 4.11% | | | | | | 160,000 | | | | | | 173,628 | | | | | | 1.98% | | |
Hudson Bay Master Fund Ltd.
|
| | | | 215,142(3) | | | | | | 2.64% | | | | | | 200,000 | | | | | | 15,142 | | | | | | * | | |
Intracoastal Capital, LLC
|
| | | | 97,890(4) | | | | | | 1.22% | | | | | | 60,000 | | | | | | 37,890 | | | | | | * | | |
Walleye Opportunities Master Fund Ltd.
|
| | | | 386,803(5) | | | | | | 4.74% | | | | | | 200,000 | | | | | | 186,803 | | | | | | 2.13% | | |
| | |
AMOUNT
|
| |||
SEC registration fee
|
| | | $ | 120 | | |
Printing and related expenses
|
| | | $ | 2,500 | | |
Legal fees and expenses
|
| | | $ | 20,000 | | |
Accounting fees and expenses
|
| | | $ | 10,000 | | |
Miscellaneous expenses
|
| | | $ | 1,000 | | |
Total
|
| | | $ | 33,620 | | |
Exhibit
Number |
| |
Exhibit
|
|
107*
|
| | |
|
/s/ Peter H. Nielsen
Peter H. Nielsen
President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director |
| |
December 28, 2022
|
|
|
/s/ Heath W. Cleaver
Heath W. Cleaver
Director |
| |
December 28, 2022
|
|
|
/s/ Paul D. Aubert
Paul D. Aubert
Director |
| |
December 28, 2022
|
|
|
/s/ Aline Sherwood
Aline Sherwood
Director |
| |
December 28, 2022
|
|
|
/s/ Douglas P. Morris
Douglas P. Morris
Director and Secretary |
| |
December 28, 2022
|
|