Automatic shelf registration statement of securities of well-known seasoned issuers

Offerings

v3.25.2
Offerings - Offering: 1
Sep. 05, 2025
USD ($)
shares
$ / shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.0001
Amount Registered | shares 59,214,977
Proposed Maximum Offering Price per Unit | $ / shares 10.44
Maximum Aggregate Offering Price $ 618,204,359.88
Fee Rate 0.01531%
Amount of Registration Fee $ 94,647.09
Offering Note

 

  (1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this prospectus shall also cover any additional shares of the Company’s common stock, par value $0.0001 (“Common Stock”) that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
  (2) The 59,214,977 shares of Common Stock comprise: (i) 57,024,121 shares of Common Stock acquired by certain of the Selling Stockholders in a private investment public equity transaction (the “PIPE Financing”); (ii) 1,677,996 shares of Common Stock underlying pre-funded warrants acquired by certain of the Selling Stockholders in the PIPE Financing with an exercise price of $0.0001 per share; and (iii) 512,860 shares of Common Stock acquired by Cohen & Company Securities, LLC as consideration for services provided as placement agent in connection with the PIPE Financing.
  (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(g) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices per share of Common Stock as reported on The Nasdaq Stock Market on September 4, 2025.