|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
2834
(Primary Standard Industrial
Classification Code Number) |
| |
87-0652870
(I.R.S. Employer
Identification Number) |
|
|
William R. Rohrlich, II
Winstead PC 600 Travis Street Suite 5200 Houston, Texas 77002 Tel. (281) 681-5912 Fax (281) 681-5901 |
| |
M. Ali Panjwani
Pryor Cashman LLP 7 Times Square New York, NY 10036 Tel. (212) 421-4100 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
|
Emerging growth company
☐
|
| | | |
| | | | | 1 | | | |
| | | | | 7 | | | |
| | | | | 10 | | | |
| | | | | 12 | | | |
| | | | | 13 | | | |
| | | | | 15 | | | |
| | | | | 17 | | | |
| | | | | 20 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
| | | | | 26 | | |
|
Assumed combined offering price per share and Common Warrant (assuming no sale of Pre-Funded Warrants)
|
| | | | | | | | | $ | 6.51 | | |
|
Historical net tangible book value per share as of December 31, 2023
|
| | | $ | 1.94 | | | | | | | | |
|
Increase in net tangible book value per share attributable to new investors
|
| | | $ | 2.49 | | | | | | | | |
|
As adjusted net tangible book value per share after this offering
|
| | | | | | | | | $ | 4.43 | | |
|
Dilution per share to new investors
|
| | | | | | | | | $ | 2.08 | | |
| | |
Per Share and
Accompanying Common Warrant |
| |
Per Pre-Funded
Warrant and Accompanying Common Warrant |
| ||||||
Public offering price
|
| | | $ | | | | | $ | | | ||
Placement Agent fees
|
| | | $ | | | | | $ | | | ||
Proceeds, before expenses, to us
|
| | | $ | | | | | $ | | | |
| | |
AMOUNT
|
| |||
SEC registration fee
|
| | | $ | 3,321 | | |
FINRA Filing Fee
|
| | | $ | 5,000 | | |
Printing and related expenses
|
| | | $ | 2,500 | | |
Legal fees and expenses
|
| | | $ | 80,000 | | |
Transfer agent and registrar fees and expenses
|
| | | $ | 10,000 | | |
Accounting fees and expenses
|
| | | $ | 10,000 | | |
Miscellaneous expenses
|
| | | $ | 1,000 | | |
Total
|
| | | $ | 111,821 | | |
|
/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 |
| |
March 8, 2024
|
|
|
/s/ Heath W. Cleaver
Heath W. Cleaver
Director |
| |
March 8, 2024
|
|
|
/s/ Paul D. Aubert
Paul D. Aubert
Director |
| |
March 8, 2024
|
|
|
/s/ Aline Sherwood
Aline Sherwood
Director |
| |
March 8, 2024
|
|
|
/s/ Douglas P. Morris
Douglas P. Morris
Director and Secretary |
| |
March 8, 2024
|
|