Form POS AM - Post-Effective amendments for registration statement
F-1
Yorkville - SPA - Under the Standby Equity Purchase Agreement, each time the Company submits a draw notice Yorkville purchases the shares at 95% of the lowest daily VWAP of the ADSs during the three-trading-day pricing period that starts on the notice date. Any single draw is limited to the lesser of a preset dollar amount or a percentage (generally up to 400%) of the average daily trading volume for the five trading days preceding the notice. Yorkville may not receive shares that would push its beneficial ownership above 4.99% of the Company’s outstanding ordinary shares, and all sales are further constrained by an overall exchange-cap required by Nasdaq rules.
DRS
Form DRS - Draft Registration Statement
F-1
YA II - SPA - The shares are priced at a discount, being set at 95% of the lowest of the three daily volume-weighted average prices (VWAPs) as described in the SEPA. This pricing mechanism ensures that each issuance by the company to yorkville occurs at a price reflecting a 5% discount to prevailing market averages. The number of shares issued on a given day is determined by the conditions in the SEPA, which include the timing of advance notices and market conditions. Additionally, yorkville’s purchases under the SEPA are limited so that its beneficial ownership of the outstanding shares does not exceed 9.99%.
