08/17/2026 | Press release | Distributed by Public on 08/17/2026 14:05
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ABOUT THIS PROSPECTUS
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1
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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3
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PROSPECTUS SUMMARY
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4
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THE OFFERING
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5
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RISK FACTORS
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6
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USE OF PROCEEDS
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7
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PLAN OF DISTRIBUTION
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8
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SELLING STOCKHOLDER
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10
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LEGAL MATTERS
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12
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EXPERTS
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12
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WHERE YOU CAN FIND MORE INFORMATION
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12
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INCORPORATION BY REFERENCE
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13
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distributions to members, partners, stockholders or other equityholders of the Selling Stockholder;
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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short sales and settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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Common Stock Beneficially
Owned Before this Offering(1)(2)
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Maximum Number of
Warrant Shares to be
Offered Pursuant to this
Prospectus(3)
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Common Stock to be Beneficially
Owned Upon Completion of this
Offering(4)
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Selling Stockholder
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Number
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Percentage
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Number
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Number
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Percentage
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CoreWeave, Inc.
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152,665
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*
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4,194,876
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-
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*
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*
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Less than 1%
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(1)
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Represents the number of Warrant Shares the Selling Stockholder has the right to acquire as of August 3, 2026 or within 60 days thereafter. The Initial Warrant vests and becomes exercisable in twenty equal quarterly installments on each three-month anniversary of June 16, 2026, and will be fully vested on June 16, 2031, provided that the MSA remains in effect. The Additional Warrant will vest and become exercisable in tranches as described therein based upon contracted-for storage capacity, up to 100% of the number of the Additional Warrant Shares. In the case of each Warrant, any unvested portion will become fully vested and exercisable immediately prior to a change of control of the Company (as defined in the Warrants) occurring before termination of the MSA, subject to certain conditions and the potential for forfeiture as described in the Warrants.
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(2)
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All of the Warrants that are exercisable for the Warrant Shares offered hereby contain certain beneficial ownership limitations, which provide that the Selling Stockholder will not have the right to exercise any portion of its Warrants if such holder, together with any person with whom such beneficial ownership would be aggregated, would beneficially own in excess of 4.99% of the number of shares of our Common Stock outstanding immediately after giving effect to such exercise (such limitation, a "Beneficial Ownership Limitation"). As a result, the number of shares of Common Stock reflected in this column as beneficially owned by the Selling Stockholder includes (a) any outstanding shares of Common Stock held by the Selling Stockholder, and (b) if any, the number of shares of Common Stock subject to the Warrants exercisable for the Warrant Shares offered hereby, in each case which such Selling Stockholder has the right to acquire as of August 3, 2026 or within 60 days thereafter, and without it or any person with whom such beneficial ownership would be aggregated owning more than 4.99% of the number of outstanding shares of Common Stock as of August 3, 2026.
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(3)
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Represents the total number of Warrant Shares owned by the Selling Securityholder, assuming full exercise of the Warrants offered hereby, without giving any effect to the 4.99% Beneficial Ownership Limitation.
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(4)
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Assuming the full exercise of the Warrants that are exercisable for the Warrant Shares offered hereby.
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our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 10, 2026;
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026, and June 30, 2026, filed with the SEC on May 4, 2026, and August 3, 2026, respectively;
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our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 15, 2026; and
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our Current Reports on Form 8-K filed with the SEC on May 27, 2026, June 23, 2026, and July 2, 2026 (in each case, excluding any information "furnished" but not "filed" as set forth therein).
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