November 14, 2023
Pre-Effective Amendment No. 1
to
Nevada (State or Other Jurisdiction of | ||||
Incorporation or Organization) | | | 27-3440894 (I.R.S. Employer Identification No.) | |
201 Redwood Shores Parkway,
500
201 Redwood Shores Parkway,
500
to
:352-1109
| Large accelerated filer ☐ | | | Smaller reporting company ☒ | |
| Accelerated Filer ☐ | | | Emerging growth company ☐ | |
| Non-accelerated filer ☒ | | |
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SEC registration fee | $ | 21,820.00 | ||
Printing expenses | ** | |||
Legal fees and expenses | ** | |||
Accounting fees and expenses | ** | |||
Fees and expenses of trustee and counsel | ** | |||
Rating Agency Fees | ** | |||
Miscellaneous | ** | |||
Total | $ | ** |
| SEC registration fee | | | | $ | 29,520 | | |
| FINRA filing fee | | | | $ | 30,500 | | |
| Printing expenses | | | | | ** | | |
| Legal fees and expenses | | | | | ** | | |
| Accounting fees and expenses | | | | | ** | | |
| Fees and expenses of trustee and counsel | | | | | ** | | |
| Rating Agency Fees | | | | | ** | | |
| Miscellaneous | | | | | ** | | |
| Total | | | | $ | ** | | |
We
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liablesettlement to the corporation, unless and only to the extent that the court in which the action or its stockholderssuit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for monetary damages for breachsuch expenses as the court deems proper.
Our certificate of incorporation includes such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding, (3) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in advancea written opinion, or (4) if a quorum consisting of its final disposition shalldirectors who were not parties to the action, suit or proceeding cannot be paidobtained, by us upon deliveryindependent legal counsel in a written opinion.
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As permitted by the Delaware General Corporation Law,Nevada Revised Statutes, we have entered into indemnity agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each
| Exhibit No. | | | Description | | | Registrant’s Form | | | Date Filed | | | Exhibit Number | | | Filed Herewith | |
| 1.1 | | | Form of Underwriting Agreement* | | | | | | | | | | | | | |
| 1.2 | | | | | | | | | | | | | | X | | |
| 2.1 | | | | | 8-K | | | 6/21/21 | | | 2.1 | | | | | |
| 3.1 | | | | | 8-K | | | 6/21/21 | | | 3.1 | | | | | |
| 3.2 | | | | | 8-K | | | 6/21/21 | | | 3.2 | | | | | |
| 3.3 | | | | | 8-K | | | 6/21/21 | | | 3.3 | | | | | |
| 3.4 | | | | | 8-K | | | 6/17/22 | | | 3.1 | | | | | |
| 3.5 | | | | | 10-K | | | 9/15/21 | | | 3.4 | | | | | |
| 4.1 | | | | | 10-K | | | 9/14/23 | | | 4.1 | | | | | |
| 4.2 | | | Form of Common Stock Certificate.* | | | | | | | | | | | | | |
| 4.3 | | | Form of Certificate of Designation of Preferences, Rights and Limitations of Preferred Stock.* | | | | | | | | | | | | | |
| 4.4 | | | Form of Preferred Stock Certificate.* | | | | | | | | | | | | | |
| 4.5 | | | Form of Warrant and Warrant Certificate.* | | | | | | | | | | | | | |
| 4.6 | | | | | | | | | | | | | | X | | |
| 4.7 | | | Form of Senior Debt Security.* | | | | | | | | | | | | | |
| 4.8 | | | Form of Subordinated Debt Security.* | | | | | | | | | | | | | |
| 4.9 | | | Form of Purchase Contract Agreement.* | | | | | | | | | | | | | |
| 4.10 | | | Form of Depositary Agreement and Depositary Receipt.* | | | | | | | | | | | | | |
| 4.11 | | | Form of Subscription Certificate.* | | | | | | | | | | | | | |
| 4.12 | | | Form of Subscription Agent Agreement.* | | | | | | | | | | | | | |
| 4.13 | | | Form of Unit Agreement and Unit Certificate* | | | | | | | | | | | | | |
| 5.1 | | | | | | | | | | | | | | X | | |
| 5.2 | | | | | | | | | | | | | | X | | |
| 23.1 | | | Consent of Dorsey & Whitney LLP (to be included in Exhibit 5.1 and Exhibit 5.2). | | | | | | | | | | | | | |
| 23.2 | | | | | | | | | | | | | | X | |
| Exhibit No. | | | Description | | | Registrant’s Form | | | Date Filed | | | Exhibit Number | | | Filed Herewith | |
| 24 | | | | | | | | | | | | | | | | |
| 25.1 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Indenture** | | | | | | | | | | | ��� | | |
| 107 | | | | | | | | | | | | | | X | |
ITEM 16. EXHIBITS
EXHIBITS
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ITEM 17. UNDERTAKINGS
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.(3)remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:II-3
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November 14, 2023.
| Signature | | | Title | | | Date | |
| ||||||||
| /s/ Nevan Charles Elam Nevan Charles Elam | | | Chief Executive Officer and | ||||
Acting Chairman of the Board (Principal Executive and Financial Officer) | | | November 14, 2023 | | ||||
| ||||||||
/s/ | ||||||||
Young-Jin Kim Young-Jin Kim | | |||||||
| Director | | November 14, 2023 | | ||||
/s/ Nerissa Kreher | | | Director | | November 14, 2023 | | ||
| /s/ Gil Labrucherie Gil Labrucherie | | ||||||
| Director | | November 14, 2023 | | ||||
| /s/ Philippe Fauchet Philippe Fauchet | | | Director | | | November 14, 2023 | |
| /s/ Wladimir Hogenhuis Wladimir Hogenhuis | | | Director | | | November 14, 2023 | |
*By: /s/ Nevan Elam
Nevan Elam
Attorney-in-Fact
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