10/25/2021 | Press release | Distributed by Public on 10/25/2021 07:27
TABLE OF CONTENTS
B. Riley Securities
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EF Hutton,
division of Benchmark Investments, LLC
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TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
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S-ii
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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S-iii
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PROSPECTUS SUMMARY
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S-1
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RISK FACTORS
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S-3
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USE OF PROCEEDS
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S-6
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MARKET PRICE OF OUR COMMON STOCK
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S-6
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DILUTION
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S-6
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DIVIDEND POLICY
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S-7
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PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
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S-8
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LEGAL MATTERS
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S-9
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EXPERTS
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S-9
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WHERE YOU CAN FIND MORE INFORMATION
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S-9
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INCORPORATION OF DOCUMENTS BY REFERENCE
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S-10
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ABOUT THIS PROSPECTUS
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1
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OUR COMPANY
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1
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ABOUT THIS OFFERING
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2
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RISK FACTORS
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3
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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5
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USE OF PROCEEDS
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6
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THE SHARES OF COMMON STOCK WE MAY OFFER
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6
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DESCRIPTION OF COMMON STOCK
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6
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PLAN OF DISTRIBUTION
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7
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LEGAL MATTERS
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8
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EXPERTS
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9
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WHERE YOU CAN FIND MORE INFORMATION
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9
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INCORPORATION OF DOCUMENTS BY REFERENCE
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9
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the impact of the COVID-19 pandemic on our business;
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our limited operating history;
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our ability to raise additional capital to meet our objectives;
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our ability to compete in the solar power industry;
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our ability to sell solar power systems;
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our ability to arrange financing for our customers;
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government incentive programs related to solar energy;
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our ability to increase the size of our company and manage growth;
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our ability to acquire and integrate other businesses;
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disruptions to our supply chain from protective tariffs on imported components, supply shortages and/or fluctuations in pricing;
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our ability or inability to attract and/or retain competent employees;
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relationships with employees, consultants, customers, and suppliers; and
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the concentration of our business in one industry in limited geographic areas.
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employees contracting COVID-19;
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reductions in our operating effectiveness as our employees work from home or disaster-recovery locations;
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unavailability of key personnel necessary to conduct our business activities;
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an economic environment which may have significant accounting and financial reporting implications;
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unprecedented volatility in global financial markets;
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reductions in revenue across our operating businesses;
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delay in planned entry into, or expansion of, investments or projects in foreign jurisdictions;
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closure of our offices or the offices of our customers; and
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de-globalization.
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Public offering price per share
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$8.55
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Net tangible book value per share at June 30, 2021
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$3.70
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Increase to net tangible book value per share attributable to investors purchasing our Common Stock in this offering
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$1.55
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Pro forma net tangible book value per share as of June 30, 2021 after giving effect to this offering
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$5.25
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Dilution of pro forma net tangible book value per share to investors purchasing our Common Stock in this offering
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$3.30
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429,000 shares of our Common Stock issuable upon the exercise of options outstanding as of June 30, 2021 with a weighted-average exercise price of $12.00 per share;
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565,025 shares of our Common Stock issuable upon the exercise of the warrants outstanding as of June 30, 2021 with a weighted-average exercise price of $11.50 per share;
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201,333 shares of our Common Stock issuable upon the exercise of non-qualified stock options as of June 30, 2021 with a weighted-average exercise price of $1.50 per share;
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(1)
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 15, 2021, as amended on Form 10-K/A, filed with the SEC on June 11, 2021;
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(2)
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Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021, as filed with the SEC on May 24, 2021 and for the quarter ended June 30, 2021, as filed with the SEC on August 16, 2021;
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(3)
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Our Current Reports on Form 8-K and 8-K/A, as applicable, as filed with the SEC on January 5, 2021, January 11, 2021, January 12, 2021, January 13, 2021, January 25, 2021, February 4, 2021, February 26, 2021, March 9, 2021, March 17, 2021, March 26, 2021, March 29, 2021,April 8, 2021, April 8, 2021, April 9, 2021, April 16, 2021, May 10, 2021, May 21, 2021, May 25, 2021, June 3, 2021, June 9, 2021; June 9, 2021, June 22, 2021, June 23, 2021, June 30, 2021, August 16, 2021, August 17. 2021, August 24, 2021, September 13, 2021, September 17, 2021, October 5, 2021 and October 25, 2021; and
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(4)
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The description of our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on March 1, 2016, including any amendments and reports filed for the purpose of updating such description.
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ABOUT THIS PROSPECTUS
|
| |
1
|
OUR COMPANY
|
| |
1
|
ABOUT THIS OFFERING
|
| |
2
|
RISK FACTORS
|
| |
3
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
| |
5
|
USE OF PROCEEDS
|
| |
6
|
THE SHARES OF COMMON STOCK WE MAY OFFER
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6
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DESCRIPTION OF COMMON STOCK
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6
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PLAN OF DISTRIBUTION
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7
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LEGAL MATTERS
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8
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EXPERTS
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9
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WHERE YOU CAN FIND MORE INFORMATION
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9
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INCORPORATION OF DOCUMENTS BY REFERENCE
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9
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TABLE OF CONTENTS
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•
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employees contracting COVID-19;
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•
|
reductions in our operating effectiveness as our employees work from home or disaster-recovery locations;
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•
|
unavailability of key personnel necessary to conduct our business activities;
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•
|
an economic environment which may have significant accounting and financial reporting implications;
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•
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unprecedented volatility in global financial markets;
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•
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reductions in revenue across our operating businesses;
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•
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delay in planned entry into, or expansion of, investments or projects in foreign jurisdictions;
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•
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closure of our offices or the offices of our customers; and
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de-globalization.
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the name or names of any underwriters, if any, and if required, any dealers or agents;
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the purchase price of the shares of Common Stock and the proceeds we will receive from the sale;
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any underwriting discounts and other items constituting underwriters' compensation;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the shares of Common Stock may be listed.
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a fixed price or prices, which may be changed;
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market prices prevailing at the time of sale;
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prices related to such prevailing market prices; or
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negotiated prices.
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(1)
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on April 14, 2020, as amended by Form 10-K/A filed with the SEC on November 30, 2020;
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(2)
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the SEC on May 14, 2020;
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(3)
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Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 as filed with the SEC on August 13, 2020;
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(4)
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Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 as filed with the SEC on November 12, 2020;.
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(5)
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Our Current Reports on Form 8-K and 8-K/A, as applicable, as furnished to the SEC on January 17, 2020, March 31, 2020, April 28, 2020, August 12, 2020, September 1, 2020, November 3, 2020, and November 13, 2020; and
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(6)
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The description of our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on March 1, 2016, including any amendments and reports filed for the purpose of updating such description.
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B. Riley Securities
|
| |
EF Hutton,
division of Benchmark Investments, LLC
|