UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
|||
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On July 26, 2024, Roadzen, Inc. (the “Issuer”), a wholly-owned subsidiary of Roadzen Inc. (the “Company”), entered into Amendment No. 1 to the Senior Secured Note Purchase Agreement (the “Amendment”), by and among the Issuer, the subsidiary guarantors party thereto (the “Guarantors”), Mizuho Securities USA LLC, as administrative agent and collateral agent (in such capacity, the “Agent”) and as a purchaser thereunder (in such capacity, the “Purchaser”), which amended the Senior Secured Note Purchase Agreement, dated as of June 30, 2023 (the “Note Purchase Agreement”), by and among the Issuer, the Guarantors, the Agent and the Purchaser. Among other things, the Amendment provides for (i) the purchase by the Purchaser of an additional $4 million in principal amount of senior secured notes (the “Additional Notes”), increasing the aggregate principal amount of notes issued under the Note Purchase Agreement to $11.5 million (the Additional Notes and the original notes, collectively, the “Notes”), and (ii) an extension of the maturity date of the Notes to December 31, 2024. The terms of the Additional Notes are otherwise the same as the original notes issued at the closing of the Note Purchase Agreement in June 2023, including an interest rate of 15% per annum (subject to increase under certain circumstances as described in the Note Purchase Agreement). The closing of the purchase and sale of the Additional Notes pursuant to the Amendment (the “Closing”) occurred on July 26, 2024. At the Closing, the Issuer issued to the Purchaser an amended and restated senior secured note (the “Restated Note”), reflecting the increased principal amount of $11.5 million and amending and restating in its entirety the promissory note originally issued by the Issuer to the Purchaser on June 30, 2023.
The foregoing descriptions of the Amendment and the Restated Note do not purport to be complete and are qualified in their entireties by reference to the full text of the Amendment and the Restated Note, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Amendment and the Restated Note contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report to the extent required. The Additional Notes were offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, for the sale of securities not involving a public offering.
Item 7.01 Regulation FD Disclosure.
On July 26, 2024, the Company issued a press release regarding the matters discussed in Item 1.01 of this Current Report. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description of Exhibits |
|
|
|
4.1 |
|
Amended and Restated Senior Secured Note, dated July 26, 2024. |
10.1 |
|
Amendment No. 1 to the Senior Secured Note Purchase Agreement, dated as of July 26, 2024. |
99.1 |
|
|
104 |
|
Cover page interactive data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
ROADZEN INC. |
|
|
|
|
Date: |
July 30, 2024 |
By: |
/s/ Jean-Noel Gallardo |
|
|
|
Name: Jean-Noel Gallardo |
EX-4.1
NEITHER THIS DEBT INSTRUMENT NOR THE NOTES ISSUED IN CONNECTION HEREWITH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER (AS DEFINED BELOW) WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED SENIOR SECURED NOTE
Initial Principal Amount:
$11,500,000 July 26, 2024
FOR VALUE RECEIVED, Roadzen, Inc., a Delaware corporation (the “Issuer”), hereby unconditionally promises to pay to MIZUHO SECURITIES USA LLC (or its successors and assigns, the “Purchaser”) the principal amount of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($11,500,000.00) (or such lesser or greater principal amount owed from time to time) (the “Principal Amount”), plus all interest, expenses, fees and other Obligations due and payable to the Purchaser under that certain Senior Secured Note Purchase Agreement, dated as of June 30, 2023, entered into by, among others, the Issuer, each Guarantor from time to time party thereto, the Purchasers from time to time party thereto and Mizuho Securities USA LLC (“Mizuho”), as administrative agent and as collateral agent for the Secured Parties (Mizuho in such capacity, together with its successors and assigns in such capacity, the “Agent”), as amended by Amendment No. 1 to the Senior Secured Note Purchase Agreement, dated as of July 26, 2024 (“Amendment No. 1”), entered into by, among others, the Issuer, the Purchasers from time to time party thereto, Mizuho and the Agent (as so amended, and as may be further amended, restated, amended and restated, supplemented, modified, replaced, extended or refinanced from time to time, the (“Note Purchase Agreement”). The Issuer further promises to pay any fee that is due on this Amended and Restated Senior Secured Note (this “Note”) or the other Obligations in accordance with the Note Purchase Agreement. This Note is one of the “Notes” referred to in the Note Purchase Agreement. Any capitalized term used herein and not defined herein shall have the meaning assigned to it in the Note Purchase Agreement. Reference is made to the Note Purchase Agreement for a statement of the terms and conditions under which this Note has been issued, sold and delivered, is secured, and may be prepaid, repaid, redeemed or accelerated.
As of the date hereof, this Note amends and restates it its entirety the that certain Promissory Note dated June 30, 2023 (as amended prior to the date hereof, the “Original Note”) issued by the Borrower for the benefit of the Lender. The Original Note, as amended and restated hereby, shall be deemed to be a continuing agreement among the parties, and all agreements delivered pursuant to or in connection with the Original Note not amended and restated in
connection with the entry of the parties into this Note shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such agreement to the same extent as if the modifications to the Original Note contained herein were set forth in an amendment to the Original Note in a customary form, unless such agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Note, the Original Note or such other document, instrument or as otherwise agreed by the required parties hereto or thereto. This Note shall not discharge or release the obligations of any person party to the Original Note or discharge any of the Obligations evidenced thereby or by any of the Loan Documents. Nothing herein contained shall be construed as nor is intended to be a substitution or novation of the instruments, documents and agreements in respect of the obligations under the Original Note or this Note. Borrower hereby ratifies and reaffirms the validity, enforceability and binding nature of the Obligations evidenced by the Original Note and nothing in this Note shall be construed as nor is intended to be a release or other discharge of Borrower from any of its obligations and liabilities under the Original Note, all of which are continued on the terms set forth in this Note.
Until maturity (whether by acceleration or otherwise), interest shall accrue and be payable on the outstanding principal balance hereof at the per annum rates of interest (including the Default Rate (as defined below), when applicable) set forth in the Note Purchase Agreement. In accordance with the provisions of the Note Purchase Agreement, immediately upon the occurrence and during the continuation of a Default or an Event of Default, the outstanding principal balance of the outstanding Obligations shall bear interest at the rate set forth in Section 2.10 of the Note Purchase Agreement (the “Default Rate”). The Default Rate shall apply both before and after any judgment or arbitration decision, until the Purchaser receives full payment in cash for its costs and expenses pursuant to Section 10.2 of the Note Purchase Agreement and all other Obligations under the Transaction Documents. Unless specified otherwise in the Note Purchase Agreement, all amounts payable by the Issuer hereunder shall be paid in accordance with the terms and conditions of the Note Purchase Agreement in cash in immediately available funds.
The Issuer hereby waives the requirements of demand, presentment, protest, notice of protest and dishonor, notice of intent to accelerate, notice of acceleration, and all other demands or notices of any kind in connection with the delivery, acceptance, performance, default, dishonor or enforcement of this Note. No failure on the part of the Purchaser to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof or a consent thereto; nor shall a single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
This Note and all provisions hereof shall be binding upon the Issuer and all persons claiming under or through the Issuer, and shall inure to the benefit of the Purchaser, together with its registered successors and assigns, including each owner and holder from time to time of this Note. The Purchaser (and any subsequent holder of this Note), by accepting this Note, agrees to be bound by all of the terms of the Note Purchase Agreement and other Transaction Documents that are applicable to a “Purchaser” thereunder. By accepting this Note, each Purchaser is deemed to have made each of the representations and warranties applicable to a “Purchaser” under Section 4.2 of the Note Purchase Agreement.
The Issuer promises and agrees to pay, in addition to the principal, interest and other sums and other Obligations due and payable hereon and on any of the other Transaction Documents, all costs of collecting or attempting to collect this Note, including all reasonable and documented out-of-pocket attorneys' fees and disbursements, to the extent required by the Note Purchase Agreement.
This Note may be executed in any number of counterparts and by different parties hereto or thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
To the extent of any inconsistency between any of the terms and conditions of this Note and the terms and conditions of the Note Purchase Agreement, the terms and conditions of the Note Purchase Agreement shall control.
This Note is secured by the Collateral described in the Note Purchase Agreement and the other Note Documents and Transaction Documents, to which reference is hereby made for a more complete statement of the terms and conditions under which this Note has been issued, sold and delivered and is to be prepaid or accelerated, and the Purchaser is hereby entitled to all the benefits and rights of a “Purchaser” under the Note Purchase Agreement and such other Transaction Documents (including, without limitation, any guarantees and security delivered in connection therewith).
The provisions of Sections 10.1, 10.2, 10.15 and 10.16 of the Note Purchase Agreement are hereby incorporated by reference herein, mutatis mutandis, as to apply to this Note.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS RULES OF CONFLICT OF LAW, EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, and intending to be legally bound hereby, the Issuer has caused this Note to be executed by its duly authorized officer as of the day and year first above written.
ROADZEN, INC.,
a Delaware corporation
By: |
/s/ Rohan Malhotra |
|
Name: Rohan Malhotra Title: CEO |
[Signature Page to Amended and Restated Senior Secured Note]
EX-10.1
AMENDMENT NO. 1 TO
SENIOR SECURED NOTE PURCHASE AGREEMENT
This Amendment No. 1 to the Senior Secured Note Purchase Agreement (this “Amendment”), dated as of July 26, 2024, is entered into by, among others, Roadzen, Inc., a Delaware corporation (the “Issuer”) each undersigned Subsidiary of the Issuer party to the Existing Note Purchase Agreement (as defined below) as Guarantors (each a “Guarantor” and together with the Issuer, collectively, the “Note Parties” and, each, a “Note Party”), the undersigned Purchasers (collectively, the “Purchasers” and each, a “Purchaser”), and Mizuho Securities USA LLC (“MSUSA”), as administrative agent and collateral agent (collectively in such capacities, the “Agent”).
RECITALS
WHEREAS, the Issuer and the Guarantors are party to that certain Senior Secured Note Purchase Agreement, dated as of June 30, 2023 (as amended, modified, extended, restated, replaced, or supplemented from time to time prior to the date hereof, the “Existing Note Purchase Agreement” and as amended by this Amendment, the “Note Purchase Agreement”), pursuant to which the Issuer issued, and the Purchasers purchased, senior secured notes (the “Notes”) in an aggregate principal amount of $7,500,000 (the “Original Principal Amount”), with a maturity date of June 30, 2024 (the “Original Maturity Date”);
WHEREAS, pursuant to a Request for Payment Waiver (the “Waiver”), dated as of June 30, 2024, the Issuer requested that the Agent and Purchasers waive the Issuer’s obligations to make all payments of principal, interest, and any other amount that may be due and payable under the Notes and the Existing Note Purchase Agreement on or before the Original Maturity Date until July 31, 2024 (the “Extended Maturity Date”), and the Agent and Purchasers agreed to the Waiver and the Extended Maturity Date;
WHEREAS, subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 4 hereof, the Issuer and Guarantors have requested, and the Agent and Purchasers have agreed, to a further extension of the maturity of the obligations under the Agreement until December 31, 2024;
WHEREAS, the Issuer and the Guarantors have requested, and Purchasers have agreed, to purchase an additional $4,000,000 in principal amount of Notes (the “Amendment No. 1 Notes”), on the terms and subject to the conditions set forth herein and in the Note Documents, increasing the aggregate principal amount of the Notes to $11,500,000 (the “New Principal Amount”);
WHEREAS, the Agent and the Notes Parties have agreed that $826,229.51 (the “Interest Reserve Amount”) of the purchase price for the Amendment No. 1 Notes will be held in a controlled account specified by the Agent for the benefit of the Secured Parties for the purpose of ensuring timely payment of interest on the Notes; and
WHEREAS, the Issuer, the Guarantors, the Purchasers and Agent wish to amend the Existing Note Purchase Agreement, on the terms and subject to the conditions set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree as follows:
“Up to $11,500,000 of Senior Secured Notes Due December 31, 2024”
WHEREAS, on the Closing Date, the Issuer will issue, and the Purchasers will purchase, senior secured notes in an aggregate initial principal amount of up to Seven Million Five Hundred Thousand Dollars ($7,500,000);
WHEREAS, on the Amendment No. 1 Effective Date, (i) the Issuer will issue, and the Purchasers on Schedule 1 to Amendment No. 1 will purchase, additional senior secured notes in an aggregate initial principal amount of up to Four Million Dollars ($4,000,000), at the initial purchase price thereof set forth beside such Purchaser’s name on Schedule 1 to Amendment No. 1 and (ii) the total amount of such outstanding Notes shall equal an aggregate initial principal amount of up to Eleven Million Five Hundred Thousand Dollars ($11,500,000), at the initial purchase price thereof set forth beside such Purchaser’s name on Appendix A;
“Amendment No. 1” means that certain Amendment No. 1 to the Senior Secured Note Purchase Agreement, dated as of July 26, 2024, by and among, the Issuer, the Guarantors party thereto, the Purchasers party thereto and the Agent.
“Amendment No. 1 Effective Date” has the meaning given to such term in the Amendment No. 1.
“Amendment No. 1 Notes” means the Notes issued on the Amendment No. 1 Effective Date by the Issuer and purchased by the Purchasers pursuant to Amendment No. 1 and Section 2.1, in the form of Exhibit A to Amendment No. 1.
“Closing Date Notes” means the Notes issued on the Closing Date by the Issuer and purchased by the Purchasers pursuant to Section 2.1, in the form of Exhibit B hereto.
“Allocated Share” means, with respect to each Purchaser, the amount set forth opposite such Purchaser’s name on Appendix A.
“Maturity Date” means the earlier of (i) December 31, 2024 and (ii) the date that the Obligations shall become due and payable in full hereunder, whether by acceleration or otherwise.
“Notes” means the Amendment No. 1 Notes, the Closing Date Notes, and all other promissory notes accepted by any Purchaser from time to time in substitution therefor or renewal thereof, in each case, as such note may be reduced by any repayment, redemption or retirement thereof or otherwise increased.
“Purchase Price” means the purchase price of the Notes.
(a) Notes Issuance. Subject to the terms and conditions hereof, each Purchaser listed on Appendix A severally agrees to purchase, and Issuer agrees to issue, sell and deliver (i) on the Closing Date, upon payment of the Purchase Price, such Purchaser’s Allocated Share of the Closing Date Notes and (ii) on the Amendment No. 1 Effective Date, such Purchaser’s Allocated Share of the Amendment No. 1 Notes (each, a “Notes Issuance”). Any Note issued under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed or reissued. Subject to Section 2.13 and Section 2.14, all amounts owed hereunder with respect to the Notes shall be paid in full in cash not later than the Maturity Date. It is understood and agreed that each Purchaser’s commitment to purchase Closing Date Notes terminated on the Closing Date. Each Purchaser’s commitment to purchase the Amendment No. 1 Notes listed on Appendix A shall terminate immediately and without further action on the Amendment No. 1 Effective Date after giving effect to the purchase of Notes in an amount equal to such Purchaser’s Allocated Share in respect of the Amendment No. 1 Notes, if any, on such date.
Each Purchaser shall make the purchase price of its Note available to Administrative Agent not later than 12:00 p.m. (New York City time) on the Closing Date or the Amendment No. 1 Effective Date, as applicable, by wire transfer of same day funds in Dollars, at Administrative
Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, and receipt of all funds requested in the applicable Issuance Offer, Administrative Agent shall make the proceeds of the issuance and sale of the Notes available to Issuer on the Closing Date or the Amendment No. 1 Effective Date, as applicable, by causing an amount of same day funds in Dollars equal to the purchase price of all such Notes received by Administrative Agent to be wired to the account of Issuer as may be designated in writing to Administrative Agent by Issuer. It being understood that the Purchasers will not be required to fund any amounts to the Administrative Agent unless all of the terms and conditions precedent set forth in Section 3.1 (in the case of the Closing Date Notes) or Section 4 of Amendment No. 1 (in the case of the Amendment No. 1 Notes) have been satisfied or waived in accordance with Section 10.5.
5.22 [RESERVED]
To the Note Parties:
Roadzen, Inc.
111 Anza Blvd., Suite 109
Burlingame, CA 94010
Attention: Rohan Malhotra and Bruce Goldberg
Email: rohan@roadzen.ai and bruce@roadzen.ai
in each case, with a copy to (which shall not constitute notice):
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1000
McLean, VA 22102
Attention: Jason Simon
Email: jason.simon@gtlaw.com
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
ROADZEN, INC.
By: /s/ Rohan Malhotra
Name: Rohan Malhotra
Title: CEO
NATIONAL AUTOMOBILE CLUB
By: /s/ Shanon Duthie
Name: Shanon Duthie
Title: President and CEO
ROADZEN HOLDINGS (UK) LIMITED, a company incorporated and registered in England and Wales
By: /s/ Mohit Pasricha
Name: Mohit Pasrisha
Title: Director
[Signature Page to Amendment No. 1
Agreed as of the date first written above:
MIZUHO SECURITIES USA LLC,
as Agent and as a Purchaser
By: |
/s/ Sherif Lotfi |
|
Name: Sherif Lotfi Title: Managing Director |
[Signature Page to Amendment No. 1]
Schedule 1
Amendment No. 1
Purchaser |
Amendment No. 1 Notes |
MIZUHO SECURITIES USA LLC |
$4,000,000.00 |
APPENDIX A
TO SENIOR SECURED NOTE PURCHASE AGREEMENT
Allocated Share
Purchaser |
Purchaser’s Allocated Share
|
MIZUHO SECURITIES USA LLC |
$11,500,000.00 |
Total |
$11,500,000.00 |
EXHIBIT A
[attached]
EX-99.1
Roadzen Secures Mizuho Debt Extension and Facility Increase
Additional $4 Million and Extension of Maturity on Existing $7.5 Million Facility
NEW YORK, July 26, 2024 (GLOBE NEWSWIRE) – Roadzen Inc. (Nasdaq: RDZN) ("Roadzen" or the "Company"), a global leader in AI at the convergence of insurance and mobility, today announced that it secured an extension of the maturity date and an additional $4.0 million of capital from Mizuho Securities USA LLC, a leading global investment bank and securities firm. The amended facility increases the loan from $7.5 million to $11.5 million of 15% senior secured notes, without any additional warrants, and extends the maturity date to December 31, 2024.
“We greatly appreciate Mizuho’s continued belief in our vision. This extension and facility increase, combined with management’s recent debt-to-equity exchange, advances our continuing efforts to simplify the company’s balance sheet and address inherited going-public costs - an effort we will look to conclude this summer. As Roadzen’s technology continues to gain market traction, these steps are important in paving the way to achieving a market valuation that reflects our potential” commented Rohan Malhotra, Roadzen’s founder & CEO.
About Roadzen Inc.
Roadzen Inc. (Nasdaq: RDZN) is a global technology company transforming auto insurance using advanced artificial intelligence (AI). Thousands of clients, from the world’s leading insurers, carmakers and fleets, to dealerships and auto insurance agents, use Roadzen’s technology to build new products, sell insurance, process claims, and improve road safety. Roadzen’s pioneering work in telematics, generative AI, and computer vision has earned Roadzen recognition as a top AI innovator by publications such as Forbes, Fortune and Financial Express. Roadzen’s mission is to continue advancing AI research at the intersection of mobility and insurance, ushering in a world where accidents are prevented, premiums are fair, and claims are processed within minutes, not weeks. Headquartered in Burlingame, California, the Company has 380 employees across its global offices in the U.S., India, U.K. and France. To learn more, please visit www.roadzen.ai.
Media Contacts:
Sanya Soni: sanya@roadzen.ai
Gutenberg: roadzen@thegutenberg.com
Investor Contacts:
IR@roadzen.ai
Cautionary Statement Regarding Forward Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “pipeline,” “achieving,” “leads,” “estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding our strategy, demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management, as well as all other statements other than statements of historical fact included in this press release. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Risk Factors” in our Securities and Exchange Commission (“SEC”) filings, including the definitive proxy statement/prospectus we filed with the SEC on August 14, 2023. We urge you to consider these factors, risks and uncertainties carefully in evaluating the forward-looking statements contained in this press release. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this press release are made only as of the date of this release. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.