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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CHF Solutions Inc | NASDAQ:CHFS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.28 | 5.10 | 5.32 | 0 | 01:00:00 |
|
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Per
Unit |
| |
Total
|
Public offering price
|
| |
0.45
|
| |
12,498,387.75
|
Underwriting discounts(2)
|
| |
0.036
|
| |
999,871.02
|
Proceeds, before expenses, to CHF Solutions, Inc.
|
| |
0.414
|
| |
11,498,516.73
|
(1)
|
The public offering price and underwriting discount in respect of the Units corresponds to (i) a public offering price per share of common stock of $0.44 ($0.4048 net of the underwriting discount) and (ii) a public offering price per warrant of $0.01 ($0.0092 net of the underwriting discount).
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(2)
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We have agreed to pay certain expenses of the underwriters in this offering. We refer you to “Underwriting” on page 43 for additional information regarding underwriting compensation.
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•
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 5, 2020;
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 14, 2020 and for the quarter ended June 30, 2020, filed with the SEC on August 5, 2020;
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•
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our Current Reports on Form 8-K filed with the SEC on January 29, 2020, March 20, 2020, March 30, 2020, April 23, 2020, May 4, 2020, May 12, 2020, May 22, 2020, June 19, 2020, and June 25, 2020;
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•
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the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019 from our definitive proxy statement for the annual meeting of stockholders held on May 20, 2020, filed with the SEC on April 13, 2020, and supplemented on May 22, 2020 and June 4, 2020 for the adjournment of the annual meeting of stockholders held on June 19, 2020;
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the description of our common stock in our registration statement on Form 10 filed with the SEC on September 30, 2011, including any amendment or report filed for the purpose of updating such description; and
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the description of our Series A Junior Participating Preferred Stock, par value $0.0001 per share, in our registration statement on Form 8-A filed with the SEC on June 14, 2013.
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Provides complete control over rate and total volume of fluid removed by allowing a medical practitioner to specify the amount of fluid to be removed from each individual patient;
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Can be performed via peripheral or central venous access;
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Removes isotonic fluid (extracts sodium while sparing potassium and magnesium)(2);
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Following ultrafiltration, neurohormonal activation is reset toward a more physiological condition and diuretic efficacy is restored(3);
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Provides highly automated operation with only one setting required to begin;
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Utilizes a single-use, disposable auto-loading blood filter circuit that facilitates easy set-up;
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The console guides medical practitioner through the setup and operational process; and
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Decreased hospital readmissions and duration(4) resulting in cost savings at 90 days(5).
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(1)
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SAFE Trial: Jaski BE, et al. J Card Fail. 2003 Jun; 9(3): 227-231; RAPID Trial: Bart BA, et al. J Am Coll Cardiol. 2005 Dec 6; 46(11): 2043-2046
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(2)
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Ali SS, et al. Congest Heart Fail. 2009; 15(1):1-4.
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(3)
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Marenzi G, et al. J Am Coll Cardiol. 2001 Oct; 38(4): 963-968.
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(4)
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Costanzo MR, et al. J Am Coll Cardiol. 2005 Dec 6; 46(11): 2047-2051.
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(5)
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Costanzo MR, et al. Ultrafiltration vs. Diuretics for the Treatment of Fluid Overload in Patients with Heart Failure: A Hospital Cost Analysis.
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•
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A console, a piece of capital equipment containing electromechanical pumps and an LCD screen;
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A one-time disposable blood set, an integrated collection of tubing, filter, sensors, and connectors that contain and deliver the blood from and back to the patient; and
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A disposable catheter, a small, dual-lumen extended length catheter designed to access the peripheral venous system of the patient and to simultaneously withdraw blood and return filtered blood to the patient.
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477,213 shares of common stock issuable upon the exercise of outstanding stock options, having a weighted average exercise price of $18.24 per share;
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•
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22,637,741 shares of our common stock issuable upon the exercise of outstanding warrants (other than the warrants offered hereby) with a weighted-average exercise price of $1.89 per share;
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•
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450,090 shares of common stock issuable upon the conversion of the 135 outstanding shares of our Series F Preferred Stock; and
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•
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1,811,759 shares of our common stock reserved for future issuance under our equity incentive plans.
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•
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changes in the prices at which we sell our consoles and disposable blood sets and catheters;
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our bulk ordering practices by our customers;
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•
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general economic uncertainties and political concerns;
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introduction of new products, product enhancements and new applications by our competitors;
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the timing of the introduction and market acceptance of new products, product enhancements and new applications;
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changes in demand for our Aquadex System;
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our ability to maintain sales volumes at a level sufficient to cover fixed manufacturing and operating costs;
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the effect of regulatory approvals and changes in domestic and foreign regulatory requirements;
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our highly variable sales cycle;
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changes in customers’ or potential customers’ budgets as a result of, among other things, reimbursement policies of government programs and private insurers for treatments that use the Aquadex System;
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variances in shipment volumes as a result of product, supply chain and training issues; and
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increased product costs.
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halt use of our Aquadex System products;
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attempt to obtain a license to sell or use the relevant technology or substitute technology, which license may not be available on reasonable terms or at all; or
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redesign our system.
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future announcements concerning us, including our clinical and product development strategy, or our competitors;
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regulatory developments, disclosure regarding completed, ongoing or future clinical studies and enforcement actions bearing on advertising, marketing or sales;
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•
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reports and recommendations of analysts and whether or not we meet the milestones and metrics set forth in such reports;
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•
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introduction of new products;
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acquisition or loss of significant manufacturers, distributors or suppliers or an inability to obtain sufficient quantities of materials needed to manufacture our system;
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quarterly variations in operating results, which we have experienced in the past and expect to experience in the future;
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business acquisitions or divestitures;
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changes in governmental or third-party reimbursement practices;
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fluctuations of investor interest in the medical device sector; and
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fluctuations in the economy, world political events or general market conditions.
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the existence of other opportunities or the need to take advantage of changes in timing of our existing activities;
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the need or desire on our part to accelerate, increase or eliminate existing initiatives due to, among other things, changing market conditions and competitive developments; and/or
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if strategic opportunities present themselves (including acquisitions, joint ventures, licensing and other similar transactions).
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As of June 30, 2020
(in thousands, except share and per share data) |
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|
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Actual
|
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Pro Forma As
Adjusted |
Cash and cash equivalents
|
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$7,821
|
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$19,065
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Stockholders’ equity:
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Series A junior participating preferred stock, par value $0.0001 per share; authorized 30,000 shares, none outstanding
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—
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Series F convertible preferred stock, par value $0.0001 per share; authorized 435 shares, issued and outstanding 435 shares
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—
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Preferred stock, par value $0.0001 per share; authorized 39,969,656 shares, respectively, none outstanding
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Common stock, par value $0.0001 per share; authorized 100,000,000 shares, issued and outstanding 43,196,813 shares
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4
|
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7
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Additional paid-in capital
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234,381
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245,622
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Accumulated other comprehensive income:
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Foreign currency translation adjustment
|
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1,209
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1,209
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Accumulated deficit
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(225,992)
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(225,992)
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Total stockholders’ equity
|
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9,602
|
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20,846
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•
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519,713 shares of common stock issuable upon the exercise of outstanding stock options, having a weighted average exercise price of $16.80 per share;
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22,935,559 shares of our common stock issuable upon the exercise of outstanding warrants (other than the warrants offered hereby) with a weighted-average exercise price of $1.87 per share;
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1,450,290 shares of common stock issuable upon the conversion of the 435 outstanding shares of our Series F Preferred Stock (excluding additional shares of common stock that we may be required to issue upon such conversion due to the full ratchet anti-dilution price protection in the certificate of designation for the Series F Preferred Stock); and
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•
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1,769,259 shares of our common stock reserved for future issuance under our equity incentive plans.
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Public offering price per Unit
|
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$0.45
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Historical net tangible book value per share at June 30, 2020
|
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$0.22
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Increase per share attributable to existing stockholders
|
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$0.07
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Net tangible book value per share, as adjusted to give effect to this offering
|
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$0.29
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Dilution per share to investors in this offering
|
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$0.16
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•
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519,713 shares of common stock issuable upon the exercise of outstanding stock options, having a weighted average exercise price of $16.80 per share;
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•
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22,935,559 shares of our common stock issuable upon the exercise of outstanding warrants (other than the warrants offered hereby) with a weighted-average exercise price of $1.87 per share;
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1,450,290 shares of common stock issuable upon the conversion of the 435 outstanding shares of our Series F Preferred Stock; and
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1,769,259 shares of our common stock reserved for future issuance under our equity incentive plans.
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Name of Beneficial Owner
|
| |
Number
of Shares |
| |
Right to
Acquire(1) |
| |
Total
|
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Aggregate
Percent of Class(2) |
John L. Erb
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11,617
|
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385,855(3)
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397,472
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*%
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Steve Brandt
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5
|
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11,293
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11,298
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*
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Maria Rosa Costanzo, M.D.
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—
|
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—
|
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—
|
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—
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Jon W. Salveson
|
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3
|
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12,238
|
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12,241
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| |
*
|
Gregory D. Waller
|
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2
|
| |
12,707
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| |
12,709
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| |
*
|
Warren S. Watson
|
| |
3
|
| |
12,238
|
| |
12,241
|
| |
*
|
Claudia Drayton
|
| |
2
|
| |
9,436
|
| |
9,438
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| |
*
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Nestor Jaramillo, Jr.
|
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—
|
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28,163
|
| |
28,163
|
| |
*
|
All directors and executive officers as a group (8 persons)
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11,637
|
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471,930
|
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483,567
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1.1%
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Bigger Capital Fund, L.P.(4)
175 W. Carver Street Huntington, New York 11743 |
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167,661
|
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1,130,774
|
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1,198,435
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9.99%
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Hudson Bay Capital Management LP(5)
777 Third Avenue, 30th Floor New York, NY 10017 |
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—
|
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518,763
|
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518,763
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9.99%
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Empery Asset Master, Ltd.(6)
551 Fifth Avenue, Floor 19 New York, NY 10176 |
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842,000
|
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5,568,023
|
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6,410,023
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9.99%
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*
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Less than one percent.
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(1)
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Except as otherwise described below, amounts reflect the number of shares that such holder could acquire through (i) the exercise of outstanding stock options, (ii) the vesting/settlement of outstanding RSUs, (iii) the exercise of outstanding warrants to purchase common stock, and (iv) the conversion of outstanding Series F Preferred Stock, in each case within 60 days after July 31, 2020.
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(2)
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Based on 44,494,631 shares outstanding as of July 31, 2020.
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(3)
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Consists of (i) 31,459 shares issuable upon the exercise of outstanding stock options, (ii) 20,996 shares issuable upon the exercise of outstanding warrants to purchase common stock and (iii) 333,400 shares issuable upon conversion of outstanding shares of Series F Convertible Preferred Stock (assuming all 100 shares of Series F Convertible Preferred Stock held by Mr. Erb are converted at once and rounded up to the nearest whole share).
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(4)
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Based on the Schedule 13G/A filed by Bigger Capital Fund, LP, Bigger Capital Fund GP, LLC, District 2 Capital Fund LP, District 2 Capital LP, District 2 GP LLC, District 2 Holdings LLC and Michael Bigger with the SEC on February 12, 2020. Consists of 167,661 shares of common stock beneficially owned by Bigger Capital Fund, LP. The number of shares under “Right to Acquire” consists of (i) 1,030,774 shares of common stock issuable upon the exercise of outstanding warrants to purchase common stock beneficially owned by Bigger Capital Fund, LP and (ii) 100,000 shares of common stock issuable upon the exercise of outstanding warrants to purchase common stock beneficially owned by District 2 Capital Fund LP. Bigger Capital Fund GP, LLC is the general partner of, and may be deemed to beneficially own the securities owned by, Bigger Capital Fund, LP. Each of (i) District 2 Capital LP, as the investment manager of District 2 Capital Fund LP, (ii) District 2 GP LLC, as the general partner of District 2 Capital Fund LP, and (iii) District 2 Holdings LLC, as the managing member of District 2 GP LLC, may be deemed to beneficially own securities owned by District 2 Capital Fund LP. Mr. Bigger is the managing member of Bigger Capital Fund GP, LLC and is the managing member of District 2 Holdings LLC and may be deemed to beneficially own the securities held by Bigger Capital Fund, LP and District 2 Capital Fund LP. The percentage in this table reflects that the reporting persons may not exercise the warrants to the extent such exercise would cause the reporting persons to beneficially own a number of shares of common stock that would exceed 4.99% of our then outstanding common stock following such exercise; provided, however, that upon prior notice to us, such holder may increase its ownership, provided that in no event will the ownership exceed 9.99%.
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(5)
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Based on the Schedule 13G filed by Hudson Bay Capital Management LP and Sander Gerber on February 5, 2020. The number of shares under “Right to Acquire” consists of 518,763 shares of common stock issuable upon the exercise of outstanding warrants to purchase common stock. Each of the reporting persons shares voting and disposal power over the shares. The percentage in this table reflects that the reporting persons may not exercise the warrants to the extent such exercise would cause the reporting persons to beneficially own a number of shares of common stock that would exceed 9.99% of our then outstanding common stock following such exercise.
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(6)
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Based on the Schedule 13G filed by Empery Asset Master, Ltd., Empery Asset Management, LP, Ryan M. Lane and Martin D. Hoe, LLC on February 3, 2020. Empery Asset Master, Ltd. is the beneficial owner of the securities. Empery Asset Management, LP is the investment advisor of, and may be deemed to beneficially own securities owned by Empery Asset Master, Ltd. Each of Mr. Lane and Mr. Hoe is a managing member of Empery AM GP, the general partner of Empery Asset Management, L.P. and may be deemed to beneficially own the securities held by Empery Asset Master, Ltd. The number of shares under “Right to Acquire” consists of (i) 3,228,205 shares such holder could acquire upon exercise of outstanding warrants to purchase common stock and (ii) 2,339,818 shares such holder could acquire upon conversion of outstanding preferred stock. Each of the reporting persons shares voting and disposal power over the shares. The percentage in this table reflects that the reporting persons may not exercise the warrants to the extent such exercise would cause the reporting persons to beneficially own a number of shares of common stock that would exceed 9.99% of our then outstanding common stock following such exercise.
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•
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the number of directors on our board of directors, the classification of our board of directors and the terms of the members of our board of directors;
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•
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the limitations on removal of any of our directors described below under “—Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws and Delaware Law;”
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•
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the ability of our directors to fill any vacancy on our board of directors by the affirmative vote of a majority of the directors then in office under certain circumstances;
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•
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the ability of our board of directors to adopt, amend or repeal our bylaws and the super-majority vote of our stockholders required to adopt, amend or repeal our bylaws described above;
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•
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the limitation on action of our stockholders by written action described below under “—Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws and Delaware Law;”
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•
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the choice of forum provision described below under “—Choice of Forum;”
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•
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the limitations on director liability and indemnification described below under the heading “—Limitation on Liability of Directors and Indemnification;” and
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•
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the super-majority voting requirement to amend our certificate of incorporation described above.
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•
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providing for our board of directors to be divided into three classes with staggered three-year terms, with only one class of directors being elected at each annual meeting of our stockholders and the other classes continuing for the remainder of their respective three-year terms;
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•
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authorizing our board of directors to issue from time to time any series of preferred stock and fix the voting powers, designation, powers, preferences and rights of the shares of such series of preferred stock;
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•
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prohibiting stockholders from acting by written consent in lieu of a meeting;
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•
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requiring advance notice of stockholder intention to put forth director nominees or bring up other business at a stockholders’ meeting;
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•
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prohibiting stockholders from calling a special meeting of stockholders;
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•
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requiring a 662∕3% super-majority stockholder approval in order for stockholders to alter, amend or repeal certain provisions of our certificate of incorporation;
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•
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requiring a 662∕3% super-majority stockholder approval in order for stockholders to adopt, amend or repeal our bylaws;
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•
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providing that, subject to the rights of the holders of any series of preferred stock to elect additional directors under specified circumstances, neither the board of directors nor any individual director may be removed without cause;
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•
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creating the possibility that our board of directors could prevent a coercive takeover of our Company due to the significant amount of authorized, but unissued shares of our common stock and preferred stock;
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•
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providing that, subject to the rights of the holders of any series of preferred stock, the number of directors shall be fixed from time to time exclusively by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and
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•
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providing that any vacancies on our board of directors under certain circumstances will be filled only by a majority of our board of directors then in office, even if less than a quorum, and not by the stockholders.
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•
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prior to that date, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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•
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) 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
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•
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on or subsequent to that date, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662∕3% of the outstanding voting stock that is not owned by the interested stockholder.
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•
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breach of their duty of loyalty to us or our stockholders;
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•
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act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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•
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unlawful payment of dividends or redemption of shares as provided in Section 174 of the DGCL; or
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•
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transaction from which the directors derived an improper personal benefit.
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Underwriters
|
| |
Units
|
Ladenburg Thalmann & Co. Inc.
|
| |
23,608,066
|
Maxim Group LLC
|
| |
4,166,129
|
Total
|
| |
27,774,195
|
|
| |
Per
Unit(1) |
| |
Total
|
| |
Total with Full
Exercise of Overallotment |
Public offering price
|
| |
0.45
|
| |
$12,498,387.75
|
| |
$14,373,145.80
|
Underwriting discount to be paid to the underwriters by us (8.0%)(2)(3)
|
| |
0.036
|
| |
$999,871.02
|
| |
$1,149,851.66
|
Proceeds to us (before expenses)
|
| |
0.414
|
| |
$11,498,516.73
|
| |
$13,223,294.14
|
(1)
|
The public offering price and underwriting discount corresponds, in respect of the Units (i) a public offering price per share of common stock of $0.44 ($0.4048 net of the underwriting discount) and (ii) a public offering price per warrant of $0.01 ($0.0092 net of the underwriting discount).
|
(2)
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We have also agreed to reimburse the accountable expenses of the representative, including legal fees, in this offering, up to a maximum of $85,000.
|
(3)
|
We have granted a 45 day option to the representative to purchase up to 4,166,129 additional shares of common stock and/or additional warrants exercisable for up to an additional 4,166,129 shares of common stock at the public offering price per share of common stock and the public offering price per warrant set forth above less the underwriting discounts and commissions solely to cover over-allotments, if any.
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•
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our history and our prospects;
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•
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the industry in which we operate;
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•
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our past and present operating results;
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•
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the previous experience of our executive officers; and
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•
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the general condition of the securities markets at the time of this offering, including discussions between the underwriters and prospective investors.
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•
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Syndicate covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. Such a naked short position would be closed out by buying securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.
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•
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Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specific maximum.
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•
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Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
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insurance companies;
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tax-exempt organizations;
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•
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financial institutions;
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brokers or dealers in securities;
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•
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regulated investment companies;
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•
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pension plans;
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•
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persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451(b) of the Code;
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•
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controlled foreign corporations;
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•
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passive foreign investment companies;
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•
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corporations that accumulate earnings to avoid U.S. federal income tax;
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•
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certain U.S. expatriates;
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•
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U.S. persons that have a “functional currency” other than the U.S. dollar;
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•
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persons that acquire our common stock or Warrants as compensation for services;
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•
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owners that hold our common stock or Warrants as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment;
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•
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entities that are treated as disregarded entities for U.S. federal income tax purposes (regardless of their places of organization or formation) and their investors; and
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•
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partnerships or other entities treated as partnerships for U.S. federal income tax purposes and their investors.
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•
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an individual who is a citizen or resident of the United States;
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•
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a corporation created or organized in or under the laws of the United States or of any political subdivision of the United States;
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•
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust, if (i) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (ii) the trust has a valid election to be treated as a U.S. person under applicable U.S. Treasury Regulations.
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•
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the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if an applicable income tax treaty so provides, the gain is attributable to a permanent establishment maintained by the non-U.S. holder in the United States; in these cases, the non-U.S. holder will be taxed on a net income basis at the regular graduated rates and in the manner applicable to a U.S. holder, and, if the non-U.S. holder is a corporation, an additional branch profits tax at a rate of 30%, or a lower rate as may be specified by an applicable income tax treaty, may also apply;
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•
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the non-U.S. holder is an individual present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the amount by which such non-U.S. holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of the disposition; or
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we are or were a “U.S. real property holding corporation” during the shorter of the five-year period ending on the date of the disposition or the period that the non-U.S. holder held our common stock. Generally, a corporation is a “U.S. real property holding corporation” if the fair market value of its “U.S. real property interests” (within the meaning of the Internal Revenue Code) equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business.
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