You should carefully consider the risks and uncertainties described
below, as well as those risks and uncertainties identified in the
documents incorporated by reference herein, including our most
recent Annual Report on Form 20-F, before making an investment in
our common shares. Our business, financial condition or results of
operations could be materially and adversely affected if any of
these risks occurs, and as a result, the market price of our common
shares could decline and you could lose all or part of your
investment. This prospectus supplement also contains
forward-looking statements that involve risks and uncertainties.
See “Cautionary Statement Regarding Forward-Looking Statements.”
Our actual results could differ materially and adversely from those
anticipated in these forward-looking statements as a result of
Risks Related to this Offering
Future sales, or the possibility of future sales, of a
substantial number of our common shares could adversely affect the
price of the shares and dilute shareholders.
Future sales of a substantial number of our common shares, or the
perception that such sales will occur, could cause a decline in the
market price of our common shares. Pursuant to the at-the-market program, and
potentially other offerings, we plan to continue to raise money to
fund our operations through the issuance of our equity securities.
If our existing shareholders sell substantial amounts of common
shares in the public market, or the market perceives that such
sales may occur, the market price of our common shares and our
ability to raise capital through an issue of equity securities in
the future could be adversely affected. In addition, we have
registered on a Form S-8
registration statement all common shares that we may issue under
our equity compensation plans. As a result, these shares can be
freely sold in the public market upon issuance, subject to volume
limitations applicable to affiliates.
If we sell common shares, convertible securities or other equity
securities, existing shareholders may be diluted by such sales, and
in certain cases new investors could gain rights superior to our
existing shareholders. Any sales of our common shares, or the
perception that such sales could occur, could have a negative
impact on the trading price of our shares.
If you purchase common shares in this offering, you will
suffer immediate dilution of your investment.
The public offering price of our common shares may exceed the as
adjusted net tangible book value per common share. Therefore, if
you purchase common shares in this offering, you may pay a price
per common share that substantially exceeds our as adjusted net
tangible book value per common share after this offering. To the
extent outstanding options or warrants are exercised, you will
incur further dilution.
Assuming that an aggregate of 20,107,239 of our common shares are
sold at a price of $3.73 per share pursuant to this prospectus
supplement, which was the last reported sale price of our common
shares on Nasdaq on November 9, 2020, for aggregate gross proceeds
of $75,000,000, after deducting commissions and estimated aggregate
offering expenses payable by us, you would experience immediate
dilution of $2.55 per common share, representing the difference
between our as adjusted net tangible book value per common share as
of September 30, 2020, after giving effect to this offering
and the assumed offering price.
It is possible that we may be a PFIC in 2020 or one or more
future taxable years. A U.S. investor may suffer adverse U.S.
federal income tax consequences if we are a PFIC for any taxable
year during which the U.S. investor holds common
Under the Internal Revenue Code of 1986, as amended, or the Code,
we will be a PFIC for any taxable year in which, after the
application of certain “look-through” rules with respect to
subsidiaries, either (i) 75% or more of our gross income consists
of “passive income,” or (ii) 50% or more of the average quarterly
value of our assets consist of assets that produce, or are held for
the production of, “passive income.” Although we have not performed
a definitive PFIC analysis using U.S. federal income tax
principles, based on certain estimates as to