Risks Related to this Offering. There will be restrictions on resale of the securities and the shares and there is no assurance of the registration of the securities. None of the Securities or Shares may be sold unless, at the time of such intended sale, there is a current registration statement covering the resale of the Securities and Shares or there exists an exemption from registration under the Securities Act, and such Securities and Shares have been registered, qualified, or deemed to be exempt under applicable securities or “blue sky” laws in the state of residence of the seller or in the state where sales are being effected. If no registration statement is filed and declared effective covering the resale of any of the Securities or Shares sold pursuant to this Agreement, investors will be precluded from disposing of such securities unless such securities may become eligible to be disposed of under the exemptions provided by Rule 144 under the Securities Act without restriction. If the securities sold pursuant to this Offering are not registered for resale under the Securities Act, or exempt therefrom, and registered or qualified under applicable securities or “blue sky” laws, or deemed exempt therefrom, the value of the such securities will be greatly reduced. We have significant discretion over the use of certain of the net proceeds. Assuming that all of the Securities offered by this Agreement are sold, the proceeds to us from the sale of the Securities will be approximately $1,470,000 if the Maximum Offering is sold. A significant portion of the net proceeds of this Offering will be applied to working capital and other general corporate purposes. Accordingly, our management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. The offering price for the securities has been arbitrarily determined by us. The offering price of the Securities was arbitrarily determined by us. The price of the Securities does not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets. Rather, the price of the Securities may be derived as a result of our negotiations with the investors based upon various factors inclu...
Risks Related to this Offering. Sale of a substantial number of shares of our common stock, including by us, could cause the market price of our common stock to drop significantly, even if our business is doing well. Sales of a substantial number of shares of our common stock in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. Persons who were our stockholders prior to our initial public offering continue to hold a substantial number of shares of our common stock. If such persons sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline. Moreover, holders of a substantial number of shares of our common stock have rights, subject to specified conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We have filed a registration statement registering the sale of shares of common stock that we may issue under our equity compensation plans. These shares can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates. These sales also might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. We cannot predict the size of future issuances or the effect, if any, that this offering or any future issuances may have on the market price for our common stock. Our management has broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways that may not yield a return. Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. The failure by our management to apply these funds effectively could result in financial losses that could cause the price of our common stock to decline and delay the development of our product candidates. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. In addition, the issuance from time to time of shares of our common stock in this offering, or our ability to issue these shares ...
Risks Related to this Offering. An investment in the Shares is speculative and there can be no assurance of any return on any such investment. An investment in the shares of Common Stock is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. Further, the shares of Common Stock are restricted securities issued in accordiance with the exemption provided under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgaged thereunder. Accordingly, the shares of Common Stock must be held until such securities are available for resale under Rule 144, which is a minimum of six months. We have significant discretion over certain of the net proceeds. The net proceeds of this Offering will be applied to general corporate purposes within the sole discretion of management. The use of proceeds may change as management deems fit. As is the case with any business, particularly one without a proven business model, it should be expected that certain expenses unforeseeable to management at this juncture will arise in the future. There can be no assurance that management’s use of proceeds generated through this offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. The maximum Offering will be offered by on a “Best Efforts” basis, and we may not raise the Maximum offering. We are offering the shares with respect to the maximum offering. In a best efforts offering, there is no assurance that we will sell the maximum offering. Accordingly, we may close upon amounts less than the maximum offering which may not provide us with sufficient funds to fully implement our business plan.
Risks Related to this Offering. We will have broad discretion in the use of the net proceeds from this offering and, despite our efforts, we may use the net proceeds in a manner that does not increase the value of your investment. We currently intend to use the net proceeds from any offerings pursuant to this prospectus supplement to strategically invest in research and clinical development of current and/or additional pipeline candidates, our technology platforms, working capital, capital expenditures and general corporate purposes. However, we have not determined the specific allocation of the net proceeds among these potential uses. Our management will have broad discretion over the use and investment of the net proceeds from this offering, and, accordingly, investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds, with only limited information concerning our specific intentions. These proceeds could be applied in ways that do not improve our operating results or increase the value of your investment. You may experience immediate and substantial dilution in the net tangible book value per share of the common shares you purchase in the offering. In addition, we may issue additional equity or convertible debt securities in the future, which may result in additional dilution to you. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our common shares outstanding as of March 31, 2021. Assuming that an aggregate of 12,987,013 common shares are sold at an assumed price of $6.16 per share, which was the last reported sale price of our common shares on The Nasdaq Global Market on May 4, 2021, for aggregate gross proceeds of approximately $80,000,000, and after deducting commissions and estimated aggregate offering expenses payable by us, you would experience immediate dilution of $2.69 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of March 31, 2021 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options could result in further dilution of your investment. See the section titled “Dilution” below for a more detailed illustration of the dilution you may incur if you participate in this offering. In addition, to the extent we need to raise additional capital in the future and we issue additional common shares or securities convertible or exchangeable for our common...
Risks Related to this Offering. There are restrictions on resale of the Securities. None of the Securities may be sold unless, at the time of such intended sale, there exists an exemption from registration under the Securities Act, and such Securities have been registered, qualified, or deemed to be exempt under applicable securities or “blue sky” laws in the state of residence of the seller or in the state where sales are being effected. The Company has not undertaken any obligations with respect to the registration of the Securities. Subscribers will be precluded from disposing of such securities unless such securities may become eligible to be disposed of under the exemptions provided by Rule 144 under the Securities Act without restriction. Since the Securities will not be registered for resale under the Securities Act, the value of the Securities may be deemed to have less value than Securities which are registered or otherwise eligible for resale under the Securities Act. The offering price for the Securities has been arbitrarily determined by the Company. The offering price of the Securities was arbitrarily determined by us. Although we may have taken into account the public trading price of our common stock, these prices do not necessarily accurately reflect the actual value of the common stock or the price that may be realized upon disposition of the common stock. We have significant discretion over the use of the gross proceeds. Our management will have broad discretion as to the application of such proceeds. The proceeds shall be used to carry out our business plan, pay salaries to our employees, and satisfy all our expenses, foreseeable and unforeseeable. As is the case with any business, it should be expected that certain expenses unforeseeable to management at this juncture will arise in the future. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. An investment in the Securities is speculative and there can be no assurance of any return on any such investment. An investment in the Securities is speculative and there is no assurance that Subscribers will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of los...
Risks Related to this Offering. The offering price for the Common Stock has been determined by the Company. The price at which the Common Stock is being offered has been arbitrarily determined by us. There is no relationship between the offering price and our assets, book value, net worth, or any other economic or recognized criteria of value. An investment in the Securities is speculative and there can be no assurance of any return on any such investment. An investment in the Securities is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Offering will be offered by on a “Best Efforts” basis and we may not raise the capital needed to implement our business plan. We are offering the Securities on a “best efforts” basis. In a best efforts offering such as the one described herein, there is no assurance that we will sell the full amount of securities under this Offering. Accordingly, we may close upon amounts less than full amount offered herein which may not provide us with sufficient funds to fully implement our business plan.
Risks Related to this Offering. There is no minimum offering size. We are selling the Shares on a “best efforts” basis. There is no minimum number of Shares that the Company must sell before it receives, and has the right to expend, the net proceeds from the sale of the Shares. Accordingly, the Company may close upon lesser amounts, which may negatively affect our ability to meet our financial obligations and cash needs, and to achieve our objectives.
Risks Related to this Offering. An investment in the Securities is speculative and there can be no assurance of any return on any such investment. An investment in the Securities is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Company may offer financing terms to institutional investors. The Company requires the proceeds from this Offering to continue operations. Management believes that the net proceeds from this Offering will satisfy the Company's current cash requirements, however, the Company will be required to raise additional capital. As such, the Company may also offer financing terms to institutional investors or otherwise and such terms might be more favorable than the terms provided to investors in this Offering. In addition, the Company may raise significant capital in the future through a public offering which will result in significant dilution.
Risks Related to this Offering. The offering price for the Common Stock has been determined by the Company. The price at which the Common Stock is being offered has been determined by us based on current sales, sales forecasts and standard corporate valuation estimation methods. There is no direct relationship between the offering price and our assets, book value, net worth, or any other economic or recognized criteria of value. An investment in the Shares is speculative and there can be no assurance of any return on any such investment. An investment in the Shares is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. We have significant discretion over certain of the net proceeds. The maximum gross proceeds to us from the sale of the Shares will be $3,430,000. The net proceeds of this Offering will be applied to general corporate purposes. The Company entered into and closed a Subscription Agreement with an accredited investor (the “March 2017 Accredited Investor”) pursuant to which the March 2017 Accredited Investor purchased 3,000,000 shares of the Company’s common stock (“March 2017 Shares”) for a purchase price of $3,000,000 (the “Purchase Price”). The closing occurred on March 3, 2017. The Company, Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), Beijing DOING Biomedical Technology Co., Ltd. (“DOING”) and the March 2017 Accredited Investor entered into a Share Subscription Agreement whereby the parties acknowledged, among other things, that DOING agreed to transfer the Purchase Price to Avalon Shanghai on behalf of the March 2017 Investor and the March 2017 Accredited Investor agreed to transfer the March 2017 Shares to DOING upon DOING completing the registration of the acquisition of the March 2017 Shares with the Beijing Commerce Commission (“BCC”) and obtaining an Enterprise Overseas Investment Certificate (the “Investment Certificate”) from BCC. If DOING fails to complete the registration and acquire the Investment Certificate within one year of the closing then Avalon Shanghai shall transfer $3,000,000 with interest of 20% to DOING upon the request of DOING (the “BCC Repayment Obligation”). As of the date hereof, the Company is obligated to DOING in the principal amount of $3,000,000. The Company is presently in negotiations to make a payment in the amount of $1,000,00...
Risks Related to this Offering. The market prices and trading volume of our shares of Class A common stock and AMC Preferred Equity Units have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our AMC Preferred Equity Units to incur substantial losses. The market prices and trading volume of our shares of Class A common stock and AMC Preferred Equity Units have been and may continue to be subject to wide fluctuations in response to numerous factors, many of which are beyond our control. Because each AMC Preferred Equity Unit initially represents the right to receive one (1) share of our Class A common stock upon effectiveness of the common stock amendment, and is otherwise designed to bear equivalent economic and voting rights as described herein, the market price of the AMC Preferred Equity Units may be correlated with the market price of our Class A common stock. The market prices and trading volume of our shares of Class A common stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers of AMC Preferred Equity Units to incur substantial losses. During 2022 to date, the market price of our Class A common stock has fluctuated from an intra-day low on the NYSE of $7.66 per share on September 23, 2022 to an intra-day high of $34.33 on March 29, 2022, and the last reported sale price of our Class A common stock on September 23, 2022, was $7.99 per share. During 2022 to date, the market price of our AMC Preferred Equity Units has fluctuated from an intra-day low of $3.36 per AMC Preferred Equity Unit on September 23, 2022 to an intra-day high of $10.50 on August 22, 2022 and the last reported sale price of our AMC Preferred Equity Units on September 23, 2022, was $3.58 per Preferred Equity Unit. During 2022 to date, daily trading volume ranged from approximately 16,708,581 to 226,704,130 shares of our Class A common stock and 5,921,774 to 122,699,834 AMC Preferred Equity Units. Within the last seven business days, the market price of our Class A common stock has fluctuated from an intra-day low of $7.66 on September 23, 2022 to an intra-day high of $10.39 on September 15, 2022 and the market price of our AMC Preferred Equity Units has fluctuated from an intra-day low of $3.36 on September 23, 2022 to an intra-day high of $5.69 on September 15, 2022, and we have made no disclosure regarding a change to our underlying business during that period. We believe that the volatility and our current market ...
