• | Our business is significantly dependent on the sales of ETUARY®, our marketed product in the PRC, amid a competitive landscape, and there is a possibility that we may not be able to sustain or boost the sales volume, pricing, and profitability of ETUARY. |
• | There is a risk that our marketed product in the PRC, ETUARY, along with any other products that may receive approval in the future, may not attain sufficient market acceptance among physicians, healthcare facilities, pharmacies, patients, third-party payers, and the broader medical community, which is crucial for their commercial viability. |
• | The future of our business and financial outcomes is largely contingent on the progress and success of our product candidates in clinical and pre-clinical stages, such as ETUARY for future indications in the PRC, F573 in the PRC, and F351 in the PRC and in additional markets beyond the PRC. We face the risk of not being able to finalize their clinical development, secure necessary regulatory approvals, or accomplish their market launch successfully, or we may encounter substantial setbacks in these processes. |
• | To support the growth of our research and development activities and operations, we require further funding, which might not be obtainable on favorable terms or could be entirely unavailable. If we fail to secure the needed capital at the critical time, we might have to postpone, scale down, or halt some of our development projects, market introduction initiatives, or other operational aspects. |
• | The true market potential for our product and product candidates may be less than expected. Our expansion could be constrained by the current and emerging number of IPF patients in the PRC, pending the approval and profitable launch of expanded applications for ETUARY for future indications in the PRC, and our other product candidates. |
• | The approval procedures of the PRC Center for NMPA, U.S. Food & Drug Administration (“FDA”), and comparable foreign regulatory authorities are extensive, protracted, and inherently uncertain. Failure to secure necessary approvals, or encountering delays in the approval process, will prevent us from marketing our product candidates, such as ETUARY for future indications in the PRC, F573 in the PRC, and F351 in the PRC and in additional markets beyond the PRC, which may significantly affect our revenue generation. |
• | Should we or our licensors fail to secure, uphold, defend, or extend adequate patent and other intellectual property rights for our product, ETUARY, which is approved in the PRC, and any product candidates globally, or if the breadth of these intellectual property rights is insufficient, our ability to effectively compete in our markets could be compromised. |
• | We have established, and may continue to establish, collaborative agreements and strategic partnerships. However, there is no guarantee we will fully achieve the anticipated benefits from these collaborations, alliances, or licensing agreements, and conflicts could emerge with our present or prospective partners. |
• | Clinical drug development involves a lengthy and expensive process and outcomes are uncertain, and we may not successfully complete clinical trials for drugs under development, including ETUARY for future indications in the PRC, F573 in the PRC, and F351 in the PRC and in additional markets beyond the PRC, or demonstrate the safety and efficacy of our product candidates to the satisfaction of regulatory authorities. |
• | We are developing F351 for the treatment of liver fibrosis associated with MASH. The requirements for approval of F351 by the PRC Center for NMPA, FDA and comparable foreign regulatory authorities are unknown, may be difficult to predict, and may change over time, which makes it difficult to predict the timing and costs of clinical development and the likelihood of marketing approval. |
• | Our ongoing success is reliant on our capacity to retain key executives and to recruit, maintain, and inspire skilled professionals. |
• | If our intangible assets are impaired, our results of operations and financial condition may be adversely affected. |
• | Modifications to laws, regulations, and rules by the PRC government could lead to alterations in our operational processes and business approaches. |
• | There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations. |
• | The market price of our common stock is expected to be volatile. |
• | We may be unable to integrate successfully and realize the anticipated benefits of the Contributions. |
• | If we fail to maintain proper and effective internal controls over financial reporting our ability to produce accurate and timely financial statements could be impaired. |
• | We may identify material weaknesses or significant deficiencies in our internal control over financial reporting in the future or fail to maintain effective internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations. |
• | We will continue to incur significant costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with regulations related to operating as a public company. |
• | Modifications to laws, regulations, and rules by the PRC government could lead to alterations in our operational processes and business approaches. |
• | The pharmaceutical industry in the PRC is highly regulated and such regulations are subject to change, which may affect approval and commercialization of our product, ETUARY, and product candidates. |
• | Adverse changes in political, economic and other policies of the PRC government could have a material adverse effect on the overall economic growth of the PRC, which could reduce the demand for our commercialized product, ETUARY, and any other future products, if approved, or otherwise materially and adversely affect our business, operations or competitive position. |
• | The PRC government may intervene in, influence or exert control over Gyre Pharmaceuticals’ operations at any time, which could result in an adverse change in our operations. |
• | The enacted HFCAA and the “Accelerating Holding Foreign Companies Accountable Act” call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to the market for our common stock. |
• | There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations. |
• | Our operations are subject to and may be affected by changes in PRC tax laws and regulations. |
• | Changes in U.S. and PRC regulations may impact our business, our operating results and our ability to raise capital. |
• | The report and filing with the China Securities Regulatory Commission (“CSRC”) will be required in connection with the offering under this prospectus supplement, and we cannot predict if we will be able to complete such report and filing process. |
• | 16,761,630 shares of common stock underlying options exercisable under our 2023 Omnibus Incentive Sub-Plan for Chinese Participants (the “2023 Sub-Plan”) as of September 30, 2024, which includes 7,701,462 shares of common stock issued in the name of the Company to a stock plan administrator underlying options exercisable by PRC citizens under the 2023 Sub-Plan; |
• | 540,666 shares of common stock issuable upon the conversion of up to 811 shares of Series X Convertible Preferred Stock, par value $0.001 per share (“Convertible Preferred Stock”), issuable upon the exercise of warrants to purchase up to 811 shares of Convertible Preferred Stock, as of September 30, 2024; |
• | 1,783,990 shares of our common stock issuable upon the exercise of stock options outstanding as of September 30, 2024 under our Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”), excluding stock options issued under our 2023 Sub-Plan, at a weighted-average exercise price of $11.02 per share; and |
• | 3,137,853 shares of our common stock reserved for future issuance under our 2023 Plan as of September 30, 2024. |
• | the ability of our clinical trials to demonstrate safety and efficacy of our product candidates and other positive results; |
• | our ability to develop a pipeline of product candidates to address unmet needs in the treatment of organ fibrosis and other inflammatory diseases; |
• | the timing, progress and results of clinical trials for F351 (Hydronidone) from the Phase 2a trial, F573 from the Phase 2 clinical trial, ETUARY from the Phase 2/3 clinical trial, and other product candidates we may develop, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the studies or trials will become available and research and development programs; |
• | the timing, scope and likelihood of regulatory filings and approvals, including timing of INDs and final U.S. Food & Drug Administration approval of F351 for the treatment of liver fibrosis associated with nonalcoholic steatohepatitis and chronic hepatitis B, ETUARY for the treatment of dermatomyositis-related interstitial lung disease and sclerosis-related interstitial lung disease, F528 for the treatment of chronic obstructive pulmonary disease, F230 for the treatment of pulmonary arterial hypertension, and any other future product candidates; |
• | the timing, scope or likelihood of foreign regulatory filings and approvals; |
• | our expectations regarding the future pursuit of product development efforts, including whether we will pursue such efforts, estimates regarding the expenses, future revenue, timing of any future revenue, capital requirements and need for additional financing related to such efforts, the timing of and our ability to pursue such efforts and our plans to develop and, if approved, subsequently commercialize any product candidates resulting from such efforts; |
• | our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our cash and investments; |
• | our ability to develop and advance current product candidates and programs into, and successfully complete, clinical studies; |
• | our manufacturing, commercialization and marketing capabilities and strategy; |
• | plans relating to commercializing our product candidates, if approved, including the geographic areas of focus and sales strategy; |
• | the need to hire additional personnel and our ability to attract and retain such personnel; |
• | the size of the market opportunity for our product candidates, including estimates of the number of patients who suffer from the diseases we are targeting; |
• | expectations regarding the approval and use of our product candidates in combination with other drugs; |
• | expectations regarding the potential for accelerated approval or other expedited regulatory designation; |
• | our competitive position and the success of competing therapies that are or may become available; |
• | estimates of the number of patients that we will enroll in our clinical trials; |
• | the beneficial characteristics and the potential safety, efficacy and therapeutic effects of our product candidates; |
• | our ability to obtain and maintain regulatory approval of our product candidates and our expectations regarding particular lines of therapy; |
• | plans relating to the further development of our product candidates, including additional indications we may pursue; |
• | existing regulations and regulatory developments in the PRC, the United States, Europe, and other jurisdictions; |
• | our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering ETUARY, F351, F573, F528, and F230, and other product candidates we may develop, including the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual property rights; |
• | our continued reliance on third parties to conduct additional clinical trials of our product candidates and for the manufacture of our product candidates for clinical trials; |
• | our relationships with patient advocacy groups, key opinion leaders, regulators, the research community and payors; |
• | our ability to obtain and negotiate favorable terms of, any collaboration, licensing or other arrangements that may be necessary or desirable to develop, manufacture or commercialize our product candidates; |
• | the pricing and reimbursement of ETUARY, F351, F573, F528, and F230, and other product candidates we may develop, if approved; |
• | the rate and degree of market acceptance and clinical utility of F351, and other product candidates the Company may develop; |
• | our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
• | our financial performance; |
• | the period over which we estimate our existing cash will be sufficient to fund our planned operating expenses and capital expenditure requirements; |
• | expectations about the continued listing of our common stock on Nasdaq; |
• | the impact of laws and regulations; |
• | expectations regarding the period during which we will qualify as a smaller reporting company under the Exchange Act; and |
• | our expected use of net proceeds from this offering. |
Assumed offering price per share | $11.63 | |||||
Net tangible book value per share as of September 30, 2024 | $1.05 | |||||
Increase in net tangible book value per share attributable to new investors in offering | $0.48 | |||||
As adjusted net tangible book value per share as of September 30, 2024, after giving effect to this offering | $1.53 | |||||
Dilution per share to new investors in this offering | $10.10 | |||||
• | 16,761,630 shares of common stock underlying options exercisable under our 2023 Sub-Plan as of September 30, 2024, which includes 7,701,462 shares of common stock issued in the name of the Company to a stock plan administrator underlying options exercisable by PRC citizens under the 2023 Sub-Plan; |
• | 540,666 shares of common stock issuable upon the conversion of up to 811 shares of Convertible Preferred Stock issuable upon the exercise of warrants to purchase up to 811 shares of Convertible Preferred Stock as of September 30, 2024; |
• | 1,783,990 shares of our common stock issuable upon the exercise of stock options outstanding as of September 30, 2024 under our 2023 Plan, excluding stock options issued under our 2023 Sub-Plan, at a weighted-average exercise price of $11.02 per share; and |
• | 3,137,853 shares of our common stock reserved for future issuance under our 2023 Plan as of September 30, 2024. |
• | our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 27, 2024 (including the portions of our Definitive Proxy Statement on Schedule 14A filed on April 29, 2024 incorporated by reference therein) and our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 30, 2023; |
• | our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024 and September 30, 2024 filed with the SEC on May 15, 2023, August 14, 2023, October 26, 2023, May 13, 2024, August 13, 2024 and November 13, 2024, respectively; |
• | our Current Reports on Form 8-K and Form 8-K/A, as applicable, filed with the SEC on January 12, 2024, January 19, 2024, March 21, 2024 (excluding Items 7.01 and 9.01), March 26, 2024, May 8, 2024 (excluding Items 7.01 and 9.01), May 30, 2024 (excluding Items 7.01 and 9.01), June 17, 2024, July 5, 2024, and August 8, 2024 (excluding Items 7.01 and 9.01); and |
• | the description of our common stock attached as Exhibit 4.1 to our Annual Report on Form 10-K, for the year ended December 31, 2023, filed with the SEC on March 27, 2024, including any amendment or report filed for the purpose of updating such description. |
• | the ability of our clinical trials to demonstrate safety and efficacy of our product candidates and other positive results; |
• | our ability to develop a pipeline of product candidates to address unmet needs in the treatment of organ fibrosis and other inflammatory diseases; |
• | the timing, progress and results of clinical trials for F351 (Hydronidone) from the Phase 2 trial, F573 from the Phase 2 clinical trial, ETUARY from the Phase 2/3 clinical trial, and other product candidates we may develop, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the studies or trials will become available and research and development programs; |
• | the timing, scope and likelihood of regulatory filings and approvals, including timing of investigational new drugs (an “IND” or “INDs”) and final U.S. Food & Drug Administration approval of F351 for the treatment of liver fibrosis associated with metabolic dysfunction-associated steatohepatitis (“MASH”) and chronic hepatitis B (“CHB”), ETUARY for the treatment of dermatomyositis-related interstitial lung disease (“DM-ILD”) and sclerosis-related interstitial lung disease (“SSc-ILD”), F528 for the treatment of chronic obstructive pulmonary disease, F230 for the treatment of pulmonary arterial hypertension, and any other future product candidates; |
• | the timing, scope or likelihood of foreign regulatory filings and approvals; |
• | our expectations regarding the future pursuit of product development efforts, including whether we will pursue such efforts, estimates regarding the expenses, future revenue, timing of any future revenue, capital requirements and need for additional financing related to such efforts, the timing of and our ability to pursue such efforts and our plans to develop and, if approved, subsequently commercialize any product candidates resulting from such efforts; |
• | our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our cash and investments; |
• | our ability to develop and advance current product candidates and programs into, and successfully complete, clinical studies; |
• | our manufacturing, commercialization and marketing capabilities and strategy; |
• | plans relating to commercializing our product candidates, if approved, including the geographic areas of focus and sales strategy; |
• | the need to hire additional personnel and our ability to attract and retain such personnel; |
• | the size of the market opportunity for our product candidates, including estimates of the number of patients who suffer from the diseases we are targeting; |
• | expectations regarding the approval and use of our product candidates in combination with other drugs; |
• | expectations regarding the potential for accelerated approval or other expedited regulatory designation; |
• | our competitive position and the success of competing therapies that are or may become available; |
• | estimates of the number of patients that we will enroll in our clinical trials; |
• | the beneficial characteristics and the potential safety, efficacy and therapeutic effects of our product candidates; |
• | our ability to obtain and maintain regulatory approval of our product candidates and our expectations regarding particular lines of therapy; |
• | plans relating to the further development of our product candidates, including additional indications we may pursue; |
• | existing regulations and regulatory developments in the PRC, the United States, Europe (the “EU”), and other jurisdictions; |
• | our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering ETUARY, F351, F573, F528, and F230, and other product candidates we may develop, including the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual property rights; |
• | our continued reliance on third parties to conduct additional clinical trials of our product candidates and for the manufacture of our product candidates for clinical trials; |
• | our relationships with patient advocacy groups, key opinion leaders, regulators, the research community and payors; |
• | our ability to obtain and negotiate favorable terms of, any collaboration, licensing or other arrangements that may be necessary or desirable to develop, manufacture or commercialize our product candidates; |
• | the pricing and reimbursement of ETUARY, F351, F573, F528, and F230, and other product candidates we may develop, if approved; |
• | the rate and degree of market acceptance and clinical utility of F351, and other product candidates the Company may develop; |
• | our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
• | our financial performance; |
• | the period over which we estimate our existing cash will be sufficient to fund our planned operating expenses and capital expenditure requirements; |
• | expectations about the continued listing of our common stock on Nasdaq; |
• | the impact of laws and regulations; and |
• | expectations regarding the period during which we will qualify as a smaller reporting company under the Exchange Act. |
• | prior to this time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
• | upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers, and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
• | at or subsequent to such time, the business combination is approved by our board of directors and authorized at a special or annual stockholders meeting, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. |
• | any merger or consolidation involving the corporation and the interested stockholder; |
• | any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; |
• | any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder, subject to limited exceptions; |
• | any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or |
• | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
• | does not limit the amount of debt securities that we may issue; |
• | allows us to issue debt securities in one or more series; |
• | does not require us to issue all of the debt securities of a series at the same time; and |
• | allows us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series. |
• | the title of the debt securities and whether they are senior, senior subordinated or subordinated debt securities; |
• | the aggregate principal amount of the debt securities being offered and any limit on their aggregate principal amount, and, if the series is to be issued at a discount from its face amount, the method of computing the accretion of such discount; |
• | the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the full principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if applicable, the portion of the principal amount of such debt securities that is convertible into common stock or preferred stock or the method by which any such portion shall be determined; |
• | if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate or the method of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at our option, the conversion or exchange period, and any other provision in relation thereto, and any applicable limitations on the ownership or transferability of common stock or preferred stock received on conversion; |
• | the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable; |
• | the fixed or variable interest rate or rates of the debt securities, or the method by which the interest rate or rates is determined; |
• | the date or dates, or the method for determining the date or dates, from which interest will accrue; |
• | the dates on which interest will be payable; |
• | the record dates for interest payment dates, or the method by which we will determine those dates; |
• | the persons to whom interest will be payable; |
• | the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; |
• | Any collateral securing the performance of our obligations under the debt securities; |
• | the place or places where the principal of, premium, if any, and interest on, the debt securities will be payable; |
• | where the debt securities may be surrendered for registration of transfer or conversion or exchange; |
• | where notices or demands to or upon us in respect of the debt securities and the applicable indenture may be served; |
• | any provisions regarding our right to redeem or purchase debt securities or the right of holders to require us to redeem or purchase debt securities; |
• | any right or obligation we have to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provision; |
• | the currency or currencies (including any composite currency) in which the debt securities are denominated and payable if other than U.S. dollars, and the currency or currencies (including any composite currency) in which principal, premium, if any, and interest, if any, will be payable, and if such payments may be made in a currency other than that in which the debt securities are denominated, the manner for determining such payments, including the time and manner of determining the exchange rate between the currency in which such securities are denominated and the currency in which such securities or any of them may be paid, and any additions to, modifications of or deletions from the terms of the debt securities to provide for or to facilitate the issuance of debt securities denominated or payable in a currency other than U.S. dollars; |
• | whether the amount of payments of principal of, premium, if any, or interest on, the debt securities may be determined according to an index, formula or other method and how such amounts will be determined; |
• | whether the debt securities will be in registered form, bearer form or both, and the terms of these forms; |
• | whether the debt securities will be issued in whole or in part in the form of a global security and, if applicable, the identity of the depositary for such global security; |
• | any provision for electronic issuance of the debt securities or issuance of the debt securities in uncertificated form; |
• | whether and upon what terms the debt securities of such series may be defeased or discharged, if different from the provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates; |
• | any provisions granting special rights to holders of securities upon the occurrence of such events as specified in the applicable prospectus supplement; |
• | any deletions from, modifications of, or additions to our events of default or covenants or other provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates; and |
• | any other material terms of the debt securities, which may be different from the terms set forth in this prospectus. |
• | our failure to pay interest on any debt security of such series when the same becomes due and payable and the continuance of any such failure for a period of 30 days; |
• | our failure to pay the principal or premium of any debt security of such series when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; |
• | our failure or the failure of any restricted subsidiary to comply with any of its agreements or covenants in, or provisions of, the debt securities of such series or the indenture (as they relate thereto) and such failure continues for a period of 60 days after our receipt of notice of the default from the trustee or from the holders of at least 25 percent in aggregate principal amount of the then outstanding debt securities of that series (except in the case of a default with respect to the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of the assets of us (or any other provision specified in the applicable supplemental indenture or authorizing resolution), which will constitute an event of default with notice but without passage of time); or |
• | certain events of bankruptcy, insolvency or reorganization occur with respect to Gyre or any restricted subsidiary of Gyre that is a significant subsidiary (as defined in the indenture). |
• | to cure any ambiguity, omission, defect or inconsistency; |
• | to comply with the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of our assets; |
• | to provide that specific provisions of the indenture shall not apply to a series of debt securities not previously issued or to make a change to specific provisions of the indenture that only applies to any series of debt securities not previously issued or to additional debt securities of a series not previously issued; |
• | to create a series and establish its terms; |
• | to provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
• | to release a guarantor in respect of any series which, in accordance with the terms of the indenture applicable to such series, ceases to be liable in respect of its guarantee; |
• | to add a guarantor subsidiary in respect of any series of debt securities; |
• | to secure any series of debt securities; |
• | to add to the covenants of Gyre for the benefit of the holders or surrender any right or power conferred upon Gyre; |
• | to appoint a successor trustee with respect to the securities; |
• | to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; |
• | to make any change that does not adversely affect the rights of holders; or |
• | to conform the provisions of the indenture to the final offering document in respect of any series of debt securities. |
• | reduce the amount of debt securities of such series whose holders must consent to an amendment, supplement or waiver; |
• | reduce the rate of or extend the time for payment of interest, including defaulted interest; |
• | reduce the principal of or extend the fixed maturity of any debt security or alter the provisions with respect to redemptions or mandatory offers to repurchase debt securities of a series in a manner adverse to holders; |
• | make any change that adversely affects any right of a holder to convert or exchange any debt security into or for shares of our common stock or other securities, cash or other property in accordance with the terms of such security; |
• | modify the ranking or priority of the debt securities of the relevant series; |
• | release any guarantor of any series from any of its obligations under its guarantee or the indenture otherwise than in accordance with the terms of the indenture; |
• | make any change to any provision of the indenture relating to the waiver of existing defaults, the rights of holders to receive payment of principal and interest on the debt securities, or to the provisions regarding amending or supplementing the indenture or the debt securities of a particular series with the written consent of the holders of such series, except to increase the percentage required for modification or waiver or to provide for consent of each affected holder of debt securities of such series; |
• | waive a continuing default or event of default in the payment of principal of or interest on the debt securities; or |
• | make any debt security payable at a place or in money other than that stated in the debt security, or impair the right of any holder of a debt security to bring suit as permitted by the indenture. |
• | depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient to pay principal of and interest, if any, on the debt securities of such series to their maturity or redemption; and |
• | complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise. |
• | depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient to pay principal and interest, if any, on the debt securities of such series to their maturity or redemption; and |
• | complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date such series of debt securities were originally issued, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall state that, holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise. |
• | the title of the series of units; |
• | identification and description of the separate constituent securities comprising the units; |
• | the price or prices at which the units will be issued; |
• | the date, if any, on and after which the constituent securities comprising the units will be separately transferable; |
• | a discussion of certain U.S. federal income tax considerations applicable to the units; and |
• | any other terms of the units and their constituent securities. |
• | at a fixed price or prices, which may be changed; |
• | at market prices prevailing at the time of sale; |
• | at prices related to such prevailing market prices; or |
• | at negotiated prices. |
• | on or through the facilities of Nasdaq or any other securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale; and/or |
• | to or through a market maker otherwise than on Nasdaq or such other securities exchanges or quotation or trading services. |
• | the name or names of any underwriters, dealers or agents, if any; |
• | the purchase price of the securities and the proceeds we will receive from the sale; |
• | any options under which underwriters may purchase additional securities from us; |
• | any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
• | any public offering price; |
• | any discounts or concessions allowed or re-allowed or paid to dealers; and |
• | any securities exchange or market on which the securities may be listed. |
• | our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 27, 2024 (including the portions of our Definitive Proxy Statement on Schedule 14A filed on April 29, 2024 incorporated by reference therein) and our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023; |
• | our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024 and September 30, 2024, filed with the SEC on May 15, 2023, August 14, 2023, October 26, 2023, May 13, 2024, August 13, 2024 and November 13, 2024, respectively; |
• | our Current Reports on Form 8-K and Form 8-K/A, as applicable, filed with the SEC on January 12, 2024, January 19, 2024, March 21, 2024 (excluding Items 7.01 and 9.01), March 26, 2024, May 8, 2024 (excluding Items 7.01 and 9.01), May 30, 2024 (excluding Items 7.01 and 9.01), June 17, 2024, July 5, 2024, and August 8, 2024 (excluding Items 7.01 and 9.01); and |
• | the description of our common stock attached as Exhibit 4.1 to our Annual Report on Form 10-K, for the year ended December 31, 2023, filed with the SEC on March 27, 2024, including any amendment or report filed for the purpose of updating such description. |