Registration No. 333-239446
Consisting of Up to 5,714,285 Shares of Common Stock and
Series A Warrants to Purchase Up to 5,714,285 Shares of Common Stock
at a Subscription Price of $1.5624 Per Unit
| | Per Unit | | | Total(1) | |
Subscription price | | | $1.5624 | | | $20,000,000 |
Dealer-manager fees and expenses(2) | | | $0.1250 | | | $1,600,000 |
Proceeds to us, before expenses | | | $1.4374 | | | $18,400,000 |
(1) | Assumes sale of all offered units and no exercise of Series A warrants included in the units. |
(2) | Represents maximum amount payable. We have agreed to pay RHK Capital, as dealer-manager, a cash fee equal to 6.0%, a non-accountable expense fee of 1.8% and an out-of-pocket accountable expense allowance of 0.2% of aggregate subscription prices we receive, except that we will pay RHK Capital a cash fee of (i) 1.5% (without any payment with respect to non-accountable or accountable expenses) on the aggregate proceeds from any cash exercise of the subscription rights which we receive from our executive officers and directors and any shareholders who beneficially own at least 5.0% of our common stock (“Significant Shareholders”), to the extent the aggregate subscription price from such officers and directors and Significant Shareholders is more than $5,000,000, and (ii) 3.0% (without any payment with respect to non-accountable or accountable expenses) on the aggregate proceeds from any cash exercise of the subscription rights which we receive from our executive officers and directors and any Significant Shareholders, to the extent the aggregate subscription price from such officers and directors and Significant Shareholders is less than $5,000,000. |