Filed Pursuant to Rule 424(b)(5)
Registration No. 333-239303
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 29, 2020)
WidePoint Corporation
Up to $24,000,000 of
Shares of Common Stock
We have entered into an At Market Issuance Sales Agreement (the
“Sales Agreement”) with B. Riley Securities, Inc.
(“B. Riley FBR”), The Benchmark Company, LLC
(“Benchmark”) and Spartan Capital Securities, LLC
(“Spartan, and together with B. Riley FBR and Benchmark, the
“Sales Agents”), relating to the sale of the shares of
our common stock offered by this prospectus supplement and the
accompanying prospectus. In accordance with the terms of the Sales
Agreement, under this prospectus supplement and the accompanying
prospectus, we may offer and sell shares of our common
stock, $0.001 par value, having an aggregate offering price of up
to $24,000,000 from time to time through the Sales Agents, acting
as our sales agents, or directly to the Sales Agents, acting as our
principals.
Our
common stock is listed on the NYSE American under the symbol
“WYY.” The closing price of
our common stock on August 13, 2020 was $0.93 per share. The
aggregate market value of our outstanding common stock held by
non-affiliates pursuant to General Instruction I.B.6 of Form S-3
was approximately $73.3 million, which was calculated based on
84,418,523 shares of common stock outstanding (excluding unvested
restricted stock) as of August 13, 2020, of which 5,563,398 shares
were held by affiliates, and a price of $0.93 per share, which was
the closing price of our common stock on the NYSE American on
August 13 2020. Pursuant to General Instruction I.B.6 of Form S-3,
in no event will we sell shares pursuant to this prospectus
supplement with a value of more than one-third of the aggregate
market value of our common stock held by non-affiliates in any
12-month period, so long as the aggregate market value of our
common stock held by non-affiliates is less than $75.0
million. We have not offered any securities pursuant to
General Instruction I.B.6 of Form S-3 during the prior 12 calendar
month period that ends on, and includes, the date of this
prospectus supplement.
Sales of our common stock, if any, under this prospectus supplement
and the accompanying prospectus may be made by any method that is
deemed to be an “at the market offering” as defined in
Rule 415 promulgated under the
Securities Act of 1933, as amended (the “Securities
Act”). The Sales Agents are not required to sell any specific
number or dollar amount of shares, but will act as our sales agents
using commercially reasonable efforts consistent with their normal
trading and sales practices, on mutually agreed terms between the
Sales Agents and us. There is no arrangement for funds to be
received in any escrow, trust or similar
arrangement.
The compensation to the Sales Agents for sales of our common stock
under the Sales Agreement will be an amount equal to up to 4% of
the gross proceeds of each sale of shares of our common stock under
the Sales Agreement. See “Plan of Distribution”
beginning on page S-7 for additional information regarding the
compensation to be paid to the Sales Agents. The amount of net proceeds we will
receive from this offering, if any, will depend upon the actual
number of shares of our common stock sold and the market price at
which such shares are sold. Because there is no minimum offering
amount required as a condition to close this offering, the actual
total public offering amount, commissions and net proceeds to us,
if any, are not determinable at this time.
In connection with the sale of our common stock on our behalf, the
Sales Agents will be deemed to be “underwriters” within
the meaning of the Securities Act and the compensation of the Sales
Agents will be deemed to be underwriting commissions or discounts.
We have also agreed to provide indemnification and contribution to
the Sales Agents with respect to certain civil liabilities,
including liabilities under the Securities Act.
Investing in our common stock involves a high degree of risk. You
should read this prospectus supplement and the accompanying
prospectus carefully before you make your investment decision. See
“Risk Factors” beginning on page S-3 of this prospectus
supplement, the accompanying prospectus, and the other documents we
file or have filed with the Securities and Exchange Commission that
are incorporated by reference in this prospectus supplement and in
the accompanying prospectus, for a discussion of the factors you
should consider before investing in our common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
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B.
Riley FBR
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Spartan
Capital Securities, LLC
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The
Benchmark Company
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The date of this prospectus supplement is August 18,
2020.
TABLE OF CONTENTS
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S-ii
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S-iii
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S-1
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S-2
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S-3
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S-5
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S-6
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S-7
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S-7
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S-7
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S-8
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S-8
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We are offering to sell, and are seeking offers to buy, the
securities only in jurisdictions where such offers and sales are
permitted. The distribution of this prospectus supplement and the
accompanying prospectus and the offering of the securities in
certain jurisdictions may be restricted by law. Persons outside the
United States who come into possession of this prospectussupplement
and the accompanying prospectus must inform themselves about and
observe any restrictions relating to the offering of the securities
and the distribution of this prospectus supplement and the
accompanying prospectus outside the United States. This prospectus
supplement and the accompanying prospectus do not constitute, and
may not be used in connection with, an offer to sell, or a
solicitation of an offer to buy, any securities offered by this
prospectus supplement and the accompanying prospectus to or by any
person in any jurisdiction in which it is unlawful for such person
to make such an offer or solicitation.
About This Prospectus
Supplement
This
prospectus supplement relates to the offering of shares of our
common stock. Before buying any shares of common stock offered
hereby, we urge you to read carefully this prospectus supplement,
the accompanying prospectus, and any free writing prospectus that
we have authorized for use in connection with this offering,
together with the documents incorporated by reference herein, as
described under the heading “Incorporation by
Reference.” These documents contain important information
that you should consider when making your investment decision. This
prospectus supplement contains information about the common stock
offered hereby.
This
document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of the securities we
are offering. The second part is the accompanying prospectus,
including the documents incorporated by reference therein, which
provides more general information, some of which may not apply to
this offering. This prospectus supplement and the information
incorporated by reference in this prospectus supplement also may
add to, update and change information contained in, or incorporated
by reference into, the accompanying prospectus. Generally, when we
refer to this prospectus, we are referring to both parts of this
document combined. To the extent there is a conflict between (i)
the information contained in this prospectus supplement and (ii)
the information contained in the accompanying prospectus or in any
document incorporated by reference that was filed with the
Securities and Exchange Commission (the “SEC”) before
the date of this prospectus supplement, you should rely on the
information in this prospectus supplement. If any statement in one
of these documents is inconsistent with a statement in another
document having a later date, for example, a document incorporated
by reference in this prospectus supplement or the accompanying
prospectus, the statement in the document having the later date
modifies or supersedes the earlier statement.
The
accompanying prospectus is part of a registration statement that we
filed with the SEC using a shelf registration process. Under the
shelf registration process, from time to time, we may offer and
sell any of the securities described in the accompanying prospectus
separately or together with other securities described
therein.
You
should rely only on the information contained in, or incorporated
by reference into, this prospectus supplement and the accompanying
prospectus and any related free writing prospectus that we
authorized to be distributed to you. We have not authorized anyone
to provide you with different or additional information. If anyone
provides you with different or additional information, you should
not rely on it. Neither we nor anyone acting on our behalf is
making an offer to sell these shares of common stock in any
jurisdiction where the offer or sale is not permitted, and you
should not consider this prospectus supplement or the accompanying
prospectus to be an offer or solicitation relating to the
securities in any jurisdiction in which such an offer or
solicitation relating to the securities is not authorized. You
should assume that the information contained in this prospectus
supplement, the accompanying prospectus, any related free writing
prospectus that we have authorized to be delivered to you and the
documents incorporated by reference herein and therein is accurate
only as of their respective dates, regardless of the time of
delivery of such documents or of any sale of securities. Our
business, financial condition, results of operations and prospects
may have changed since those dates. Furthermore, you should not
consider this prospectus supplement or the accompanying prospectus
to be an offer or solicitation relating to the securities if the
person making the offer or solicitation is not qualified to do so,
or if it is unlawful for you to receive such an offer or
solicitation.
For
purposes of this prospectus supplement and the accompanying
prospectus, references to “Widepoint,”
“we,” “us,” “our,” “our
Company” and “the Company” are to WidePoint
Corporation and its consolidated subsidiaries, unless otherwise
indicated or the context otherwise requires.
Cautionary Statement Regarding
Forward-Looking Statements
This
prospectus supplement and the information incorporated by reference
in this prospectus supplement include “forward-looking
statements” within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). All statements,
other than statements of historical fact, included or incorporated
by reference herein regarding our expectations, beliefs, plans, objectives,
prospects, financial condition, assumptions or future events
are forward-looking statements. You
can identify these statements by words such as “aim,”
“anticipate,” “assume,”
“believe,” “could,” “due,”
“estimate,” “expect,” “goal,”
“intend,” “may,” “objective,”
“plan,” “potential,”
“positioned,” “predict,”
“should,” “target,” “will,”
“would” and other similar expressions that are
predictions of or indicate future events and future
trends. Such forward-looking
statements, including those concerning our expectations and
estimates, are subject to known and unknown risks and
uncertainties, which could cause actual results to differ
materially from the results, projected, expected or implied by the
forward-looking statements, some of which are beyond our control,
that may cause our actual results, performance or achievements, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Potential risks and
uncertainties include those referenced in the section entitled
“Risk Factors” included in this prospectus supplement.
New risks emerge from time to time, and we cannot predict all of
the risks that may impact our business or the extent to which any
particular risk, or combination of risks, may cause actual results
to differ materially from those contained in any forward-looking
statement.
You
also should carefully review the risk factors and cautionary
statements described in the other documents we file or furnish from
time to time with the SEC, including our future Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. The forward-looking
statements included in this prospectus supplement, the accompanying
prospectus and any other offering material, or in the documents
incorporated by reference into this prospectus supplement, the
accompanying prospectus and any other offering material, are made
only as of the date of the prospectus supplement, the accompanying
prospectus, any other offering material or the incorporated
document.
We do
not assume any obligation to update any forward-looking statements.
We disclaim any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
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Prospectus Supplement
Summary
The following summary highlights basic information about WidePoint,
this offering, and selected information contained elsewhere in or
incorporated by reference into this prospectus supplement. This
summary is not complete and does not contain all of the information
that you should consider before deciding whether to invest in our
common stock. You should review this entire prospectus supplement
and the accompanying prospectus carefully, including our
consolidated financial statements and other information
incorporated by reference in this prospectus supplement and the
accompanying prospectus, before making an investment decision. In
addition, please read the “Risk Factors” section
beginning on page S-3 of this prospectus supplement.
Our Business
We are a leading provider of Trusted Mobility Management (TM2) that
consists of federally certified communications management, identity
management, and interactive bill presentment and analytics
solutions. We help our clients achieve their organizational
missions for mobility management and security objectives in this
challenging and complex business environment.
We offer our TM2 solutions through a flexible managed
services model which includes both a scalable and comprehensive set
of functional capabilities that can be used by any customer to meet
the most common functional, technical and security requirements for
mobility management. Our TM2 solutions were designed and
implemented with flexibility in mind such that it can accommodate a
large variety of customer requirements through simple configuration
settings rather than through costly software development. The
flexibility of our TM2 solutions enables our customers to be able
to quickly expand or contract their mobility management
requirements. Our TM2 solutions are hosted and accessible on-demand
through a secure federal government certified proprietary portal
that provides our customers with the ability to manage, analyze and
protect their valuable communications assets, and deploy identity
management solutions that provide secured virtual and physical
access to restricted environments.
Corporate Information
We are
a Delaware corporation and our corporate headquarters are located
11250 Waples Mill Road, South Tower 210, Fairfax, Virginia 22030.
Our telephone number is (703) 349-2577. Our Internet website
address is www.widepoint.com. We do not incorporate the information
on our website into this prospectus supplement or in the
accompanying prospectus, and you should not consider it to be a
part of this prospectus supplement or the accompanying prospectus.
Our web site address is included as an inactive textual reference
only.
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Issuer
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WidePoint
Corporation
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Common stock offered by us
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Shares
of our common stock having an aggregate offering price of up to
$24,000,000.
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Manner of offering
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“At
the market offering” that may be made from time to time
through or to our Sales Agents, B. Riley FBR, Benchmark and
Spartan. See “Plan of Distribution” on page S-7 of this
prospectus supplement.
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Use of proceeds
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We
intend to use the net proceeds from this offering for general corporate
purposes, including potentially expanding existing businesses,
acquiring businesses and investing in other business
opportunities. See “Use of Proceeds” on page S-5
for additional information.
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Risk factors
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An
investment in our common stock involves a high degree of risk. See
“Risk Factors” beginning on page S-3 of this prospectus
supplement and other information included in this prospectus
supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the
accompanying prospectus for a discussion of factors you should
carefully consider before deciding to invest in our common
stock.
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Market for our common stock
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Our
common stock is traded on the NYSE American under the symbol
“WYY.”
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An investment in our common stock involves a high degree of risk.
Prior to making a decision about investing in our common stock, you
should consider carefully the specific risk factors discussed in
the sections entitled “Risk Factors” contained in our
most recent Annual Report on Form 10-K for the year ended December
31, 2019, as filed with the SEC on March 24, 2020 or Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020, as filed
with the SEC on May 14, 2020, which are incorporated into this
prospectus supplement and the accompanying prospectus by reference
in their entirety, as updated or superseded by the risks and
uncertainties described under similar headings in the other
documents that are filed after the date hereof and incorporated by
reference into this prospectus supplement and the accompanying
prospectus, together with other information in this prospectus
supplement and the accompanying prospectus, the documents
incorporated by reference and any free writing prospectus that we
may authorize for use in connection with this offering. These risks
and uncertainties are not the only risks and uncertainties we face.
Additional risks and uncertainties not presently known to us, or
that we currently view as immaterial, may also impair our
business. Past financial performance may not be a reliable
indicator of future performance, and historical trends should not
be unduly relied upon to anticipate results or trends in future
periods. If any of the risks or uncertainties described in our
SEC filings or any additional risks and uncertainties actually
occur, our business, financial condition, results of operations and
cash flow could be materially and adversely affected. In that case,
the trading price of our common stock could decline and you might
lose all or part of your investment. Please also read carefully the
section above titled “Cautionary Statement Regarding
Forward-Looking Statements.”
Risks Related to this Offering
Management will have broad discretion as to the use of the proceeds
of this offering, and we may use the proceeds in ways in which you
and other stockholders may disagree.
We have
not designated the amount of net proceeds we will receive from this
offering for any particular purpose. We may use a portion of the net proceeds to
acquire or invest in new or different businesses, products and
technologies. 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. Our stockholders may not agree
with the manner in which our management chooses to allocate and
spend the net proceeds.
Investors in this offering may suffer immediate and substantial
dilution in the net tangible book value per share of our common
stock.
Because
the price per share of common stock in this offering may be higher
than the net tangible book value per share of our common stock,
investors in this offering may suffer immediate and substantial
dilution in the net tangible book value per share of common stock.
The shares in this offering will be sold at market prices which may
fluctuate substantially. Please refer to the section below entitled
“Dilution” for more information.
You may experience future dilution as a result of future equity
offerings or acquisitions.
In
order to raise additional capital, we may in the future offer
additional shares of our common stock or other securities
convertible into or exchangeable for our common stock at prices
that may not be the same as the price per share in this offering.
We may sell shares or other securities in any future offering at a
price per share that is less than the price per share paid by
investors in this offering, and investors purchasing shares or
other securities in the future could have rights superior to
existing stockholders. The price per share at which we sell
additional shares of our common stock, or securities convertible or
exchangeable into our common stock, in future transactions or
acquisitions may be higher or lower than the price per share paid
by investors in this offering.
In
addition, we may engage in one or more potential acquisitions in
the future, which could involve issuing our common stock as some or
all of the consideration payable by us to complete such
acquisitions. If we issue common stock or securities linked to our
common stock, the newly issued securities may have a dilutive
effect on the interests of the holders of our common stock.
Additionally, future sales of newly issued shares used to effect an
acquisition could depress the market price of our common
stock.
The actual number of shares we will issue in this offering under
the Sales Agreement with the Sales Agents, at any one time or in
total, is uncertain.
Subject
to certain limitations set forth in the Sales Agreement with the
Sales Agents and compliance with applicable law, we have the
discretion to deliver placement notices to a Sales Agent at any
time throughout the term of the Sales Agreement. The number of
shares that are sold by a Sales Agent after we deliver a placement
notice will fluctuate based on the market price of our common stock
during the sales period and the limits we set with such Sales
Agent.
The common stock offered hereby will be sold in "at-the-market"
offerings, and investors who buy shares at different times will
likely pay different prices.
Investors
who purchase shares in this offering at different times will likely
pay different prices, and so may experience different outcomes in
their investment results. We will have discretion, subject to
market demand, to vary the timing, prices, and numbers of shares
sold, and there is no minimum or maximum sales price. Investors may
experience a decline in the value of their shares as a result of
share sales made at prices lower than the prices they
paid.
In accordance with the terms of the Sales Agreement, under this
prospectus supplement and the accompanying prospectus, we
may issue and sell shares of our common stock having aggregate
gross sales proceeds of up to $24,000,000 from time to time through
or to the Sales Agents. The amount of
net proceeds we will receive from this offering, if any, will
depend upon the actual number of shares of our common stock sold
and the market price at which such shares are sold. Further,
because there is no minimum offering amount required as a
condition to close this offering, the actual total public offering
amount, commissions and net proceeds to us, if any, are not
determinable at this time.
We currently intend to use the net proceeds from this offering for
general corporate purposes, including potentially expanding
existing businesses, acquiring businesses and investing in other
business opportunities.
Our management will have broad discretion in the allocation of the
net proceeds of this offering for any purpose, and investors will
be relying on the judgment of our management with regard to the use
of these net proceeds.
If you
invest in our common stock, your interest will be diluted to the
extent of the difference between the price per share you pay in
this offering and the net tangible book value per share of our
common stock immediately after this offering.
Our net
tangible book value of our common stock as of June 30, 2020 was
approximately $5,630,501, or approximately $0.07 per share of
common stock based upon 84,418,523 shares then outstanding. Net
tangible book value per share is equal to our total tangible
assets, less our total liabilities, divided by the total number of
shares of common stock outstanding as of June 30,
2020.
After
giving effect to the sale of $24,000,000 of our common stock at an
assumed offering price of $0.93 per share, the last reported sale
price of our common stock on the NYSE American on August 13, 2020,
and after deducting commissions and estimated offering expenses
payable by us, our as adjusted net tangible book value as of June
30, 2020 would have been approximately $28,521,000, or
$0.26 per share
of common stock. This represents an immediate increase in net
tangible book value of $0.19 per share
to our existing stockholders and an immediate dilution in net
tangible book value of $0.67 per share
to new investors in this offering.
The
following table illustrates this per share dilution.
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Assumed offering
price per share
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$0.93
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Net
tangible book value per share as of June 30, 2020
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$0.07
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Increase
in net tangible book value per share attributable to the
offering
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$0.19
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As adjusted net
tangible book value per share after giving effect to this
offering
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$0.26
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Dilution per share
to new investors participating in the offering
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$0.67
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The
table above assumes for illustrative purposes that an aggregate of
25,806,452
shares of our common stock are sold at a price of $0.93 per share,
the last reported sale price of our common stock on the NYSE
American on August 13, 2020,
for aggregate gross proceeds of approximately $24,000,000. The
shares sold in this offering, if any, will be sold from time to
time at various prices. An increase of $0.25 per share in the price
at which the shares are sold from the assumed offering price of
$0.93 per share shown in the table above, assuming all of our
offered common stock in the aggregate amount of $24,000,000 is sold
at that price, would increase our as adjusted net tangible book
value per share after this offering to $0.27 per share and would
increase the dilution in net tangible book value per share to new
investors to $0.91 per share, after deducting commissions and
estimated offering expenses payable by us. A decrease of $0.25 per
share in the price at which the shares are sold from the assumed
offering price of $0.93 per share shown in the table above,
assuming all of our offered common stock in the aggregate amount of
$24,000,000 is sold at that price, would decrease our as adjusted
net tangible book value per share after this offering to
$0.24 per share
and would decrease the dilution in net tangible book value per
share to new investors to $0.44 per share,
after deducting commissions and estimated offering expenses payable
by us.
The
information discussed above is illustrative only and may differ
based on the actual offering price and the actual number of shares
offered.
The
table above is based on 84,418,523 shares of common stock
outstanding as of June 30, 2020, which excludes:
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2,975,000 shares of
our common stock issuable upon the exercise of fully vested and
immediately exercisable stock options outstanding as of June 30,
2020, at a weighted-average exercise price of $0.58 per
share;
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1,737,445 shares of
unvested restricted stock; and
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2,412,730
shares of our common stock reserved as of June 30, 2020 for future
award grants under the under the WidePoint Corporation 2017 Omnibus
Incentive Plan.
To the
extent outstanding options are exercised or outstanding shares of
restricted common stock vest, there will be further dilution to
investors. In addition, to the extent that we issue additional
equity securities in connection with future capital raising
activities, our then-existing stockholders may experience
dilution.
We have
entered into an At Market Issuance Sales Agreement dated August 18,
2020 with B. Riley Securities, Inc., The Benchmark Company, LLC and Spartan Capital
Securities, LLC (together, the “Sales Agents”),
under which we may issue and sell shares of our common stock having
an aggregate gross sales price of up to $24,000,000 from time to time through or to
the Sales Agents, acting as our sales agents or
principals.
Upon
delivery of a placement notice and subject to the terms and
conditions of the Sales Agreement, the Sales Agents may sell our
common stock by any method permitted by law deemed to be an
“at the market offering” as defined in
Rule 415(a)(4) promulgated under the Securities Act. We
may instruct the Sales Agents not to sell common stock if the sales
cannot be effected at or above the price designated by us from time
to time. We or the Sales Agents may suspend the offering of common
stock upon notice and subject to other conditions.
We will
pay the Sales Agents commissions, in cash, for their services in
acting as an agent in the sale of our common stock. The Sales
Agents will be entitled to compensation at a commission rate of up
to 4.0% of the gross sales price per share sold. Because there is
no minimum offering amount required as a condition to close this
offering, the actual total public offering amount, commissions,
expenses, and proceeds to us, if any, are not determinable at this
time but will be reported in our periodic reports. We have also
agreed to reimburse the Sales Agents for certain specified
expenses, including the fees and disbursements of their legal
counsel in an amount not to exceed $40,000. We estimate that the
total expenses for the offering, excluding compensation payable to
the Sales Agents under the terms of the Sales Agreement will be
approximately $150,000.
Settlement
for sales of common stock will generally occur on the second
business day following the date on which any sales are made, or on
some other date that is agreed upon by us and the Sales Agents in
connection with a particular transaction, in return for payment of
the net proceeds to us. Sales of our common stock as contemplated
in this prospectus supplement will be settled through the
facilities of The Depository Trust Company or by such other means
as we and the Sales Agents may agree upon. There is no arrangement
for funds to be received in an escrow, trust or similar
arrangement.
The
Sales Agents will use their commercially reasonable efforts,
consistent with its sales and trading practices, to solicit offers
to purchase the common stock shares under the terms and subject to
the conditions set forth in the Sales Agreement. In connection with
the sale of the common stock on our behalf, the Sales Agents will
be deemed to be “underwriters” within the meaning of
the Securities Act and the compensation of the Sales Agents will be
deemed to be underwriting commissions or discounts. We have agreed
to provide indemnification and contribution to the Sales Agents
against certain civil liabilities, including liabilities under the
Securities Act.
The
offering of our common stock pursuant to the Sales Agreement will
terminate upon the earlier of (1) the sale of all shares of
our common stock subject to the Sales Agreement or
(2) termination of the Sales Agreement as permitted
therein.
The
Sales Agents and their affiliates have in the past and may in
the future provide various investment banking, commercial banking
and other financial services for us and our affiliates, for which
services they may in the future receive customary fees. To the
extent required by Regulation M, the Sales Agents will not engage
in any market making activities involving our common stock while
the offering is ongoing under this prospectus
supplement.
This
summary of the material provisions of the Sales Agreement does not
purport to be a complete statement of its terms and conditions. A
copy of the Sales Agreement will be filed as an exhibit to a report
filed under the Exchange Act, with the SEC, and is incorporated by
reference into this prospectus supplement. See the section below
entitled “Incorporation by Reference.”
The
validity of the shares of our common stock being offered hereby
will be passed upon for us by Foley & Lardner LLP,
Jacksonville, Florida. Duane Morris LLP, New York, New York, is
acting as counsel for the Sales Agents in connection with various
legal matters relating to the shares of common stock offered
hereby.
Our
consolidated financial statements appearing in our Annual Report on
Form 10-K for the year ended December 31, 2019, have been audited
by Moss Adams LLP, an independent registered public accounting
firm, as stated in their report, which is incorporated herein by
reference. Such consolidated financial statements have been so
incorporated in reliance upon the report of such firm (which report
expresses an unqualified opinion and includes an explanatory
paragraph regarding the adoption of new accounting standards) given
upon their authority as experts in accounting and
auditing.
Where You Can Find More
Information
We file
annual, quarterly and current reports, proxy statements and other
information with the SEC. The SEC maintains an Internet website at
http://www.sec.gov which contains reports, proxy and information
statements and other information regarding issuers that file
electronically with the SEC. Our SEC filings are available to the
public from the SEC’s Internet website.
This
prospectus supplement and the accompanying prospectus are part of a
registration statement that we have filed with the SEC relating to
the securities to be offered. This prospectus supplement and the
accompanying prospectus omit some of the information we have
included in the registration statement and the accompanying
exhibits and schedules in accordance with the rules and regulations
of the SEC, and we refer you to the omitted information. The
statements this prospectus supplement makes pertaining to the
content ofany contract, agreement or other document that is an
exhibit to the registration statement necessarily are summaries of
their material provisions and do not describe all provisions,
exceptions and qualifications contained in those contracts,
agreements or documents. You should read those contracts,
agreements or documents for information that may be important to
you. The registration statement, exhibits and schedules are
available at the SEC’s Public Reference Room or through its
Internet website.
Incorporation by Reference
The SEC
allows us to “incorporate by reference” much of the
information we file with the SEC, which means that we can disclose
important information to you by referring you to those publicly
available documents. The information that we incorporate by
reference in this prospectus supplement is considered to be part of
this prospectus supplement. Because we are incorporating by
reference future filings with the SEC, this prospectus supplement
is continually updated and those future filings may modify or
supersede some of the information included or incorporated in this
prospectus supplement. This means that you must look at all of the
SEC filings that we incorporate by reference to determine if any of
the statements in this prospectus supplement or in any document
previously incorporated by reference have been modified or
superseded. This prospectus supplement incorporates by reference
the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
(in each case, other than those documents or the portions of those
documents deemed to be furnished and not filed) on or after the
date of this prospectus supplement until the earlier of the date on
which all of the securities registered hereunder have been sold or
the registration statement of which this prospectus is a part has
been withdrawn:
●
our Annual Report
on Form 10-K for the year ended December 31, 2019 filed with the
SEC on March 24, 2020;
●
our Definitive
Proxy Statements on Schedule 14A filed April 24, 2020 and July 8,
2020;
●
our Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 2020
and June 30, 2020 filed with the SEC on May 14, 2020 and August 13,
2020, respectively;
●
our Current Reports
on Form 8-K filed with the SEC on April 30, 2020, May 4, 2020, June
22, 2020 and August 18, 2020;
and
●
the description of
our common stock contained in or incorporated into our Registration
Statement on Form 8-A, filed with the SEC on September 19, 2006,
and any amendment or report updating that description.
We will
provide without charge to each person to whom a prospectus is
delivered a copy of any or all of the information that has been
incorporated by reference into but not delivered with this
prospectus supplement. Requests should be directed to our principal
executive offices at:
WidePoint
Corporation
11250
Waples Mill Road, South Tower, Suite 210
Fairfax,
Virginia 22030
c/o
Corporate Secretary.
(703)
349-2577
You should rely only on the information contained in this
prospectus supplement, including information incorporated by
reference herein as described above, the accompanying prospectus
(including information incorporated by reference therein) and any
free writing prospectus that we may authorize to be delivered to
you. We have not authorized anyone to provide you with different
information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should not assume that
the information in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the
front of those documents or that any document incorporated by
reference is accurate as of any date other than its filing date.
You should not consider this prospectus supplement or the
accompanying prospectus to be an offer or solicitation relating to
the securities in any jurisdiction in which such an offer or
solicitation relating to the securities is not authorized.
Furthermore, you should not consider this prospectus supplement or
the accompanying prospectus to be an offer or solicitation relating
to the securities if the person making the offer or solicitation is
not qualified to do so, or if it is unlawful for you to receive
such an offer or solicitation.
PROSPECTUS
WidePoint Corporation
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
SUBSCRIPTION RIGHTS
SECURITIES PURCHASE CONTRACTS
UNITS
_________________________
We may
offer and sell from time to time up to $25.0 million of any
combination of the securities described in this prospectus, from
time to time, in one or more offerings, in amounts, at prices and
on terms determined at the times of offerings.
This
prospectus describes the general manner in which our securities may
be offered using this prospectus. We will provide specific terms of
the securities, including the offering prices, in one or more
supplements to this prospectus. The supplements may also add,
update or change information contained in this prospectus.
You should read this prospectus and the prospectus supplement
relating to the specific issue of securities carefully before you
invest.
We may
offer the securities for sale directly to the purchasers or through
one or more underwriters, dealers and agents to be designated at a
future date. The supplements to this prospectus will provide the
specific terms of the plan of distribution.
Our
common stock is listed on the NYSE
American under the symbol “WYY.” The last
reported sale price of the common stock on June 17, 2020 was $.84
per share. Each prospectus supplement will indicate if the
securities offered thereby will be listed on any securities
exchange.
The aggregate market value of our outstanding common stock held by
non-affiliates pursuant to General Instruction I.B.6 of Form S-3
was approximately $66,780,841,
which was calculated based on 85,910,275 shares of common stock outstanding as of
June 17, 2020, of which
6,409,274 shares were held by
affiliates, and a price of $.84 per share, which was the closing price of our
common stock on the NYSE American on June 17, 2020. We have not offered any securities
pursuant to General Instruction I.B.6 of Form S-3 during the prior
12 calendar month period that ends on, and includes, the date of
this prospectus.
Investing
in our securities involves risk. Please read carefully the section
entitled “Risk Factors” on Page 1 of this prospectus
and any similar section contained in the applicable prospectus
supplement and/or other offering material concerning factors you
should consider before investing in our securities which may be
offered hereby.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this
prospectus is June 29, 2020.
TABLE
OF CONTENTS
Unless
the context otherwise requires, references in this prospectus to
“Company,” “WidePoint,” “we,”
“us,” “our,” and “ours” refer
to WidePoint Corporation, and its subsidiaries where the context so
requires.
This
prospectus is part of a registration statement on Form S-3
that we filed with the Securities and Exchange Commission, or the
SEC, using a “shelf” registration process. Under this
shelf registration process, we may, from time to time, sell the
securities described in this prospectus, in one or more offerings,
up to the maximum aggregate dollar amount $25.0 million. This
prospectus provides you with a general description of the
securities that we may offer. Each time we offer securities,
we will provide a prospectus supplement and/or other offering
material that will contain specific information about the terms of
that offering. The prospectus supplement and/or other offering
material may also add, update or change information contained in
this prospectus. You should read this prospectus and the applicable
prospectus supplement and any other offering material together with
the additional information described under the heading “Where
You Can Find More Information.”
You
should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement or
other offering material. We have not authorized any other person to
provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it.
We are not making offers to sell the securities in any jurisdiction
in which an offer is not authorized or in which the person making
that offer is not qualified to do so or to anyone to whom it is
unlawful to make an offer. You should not assume that the
information contained in this prospectus or any prospectus
supplement or any other offering material, or the information we
previously filed with the SEC that we incorporate by reference in
this prospectus or any prospectus supplement, is accurate as of any
date other than its respective date. Our business, financial
condition, results of operations and prospects may have changed
since those dates.
Investing in our
securities involves risks. Before making an investment decision,
you should carefully consider the risks and other information we
include or incorporate by reference in this prospectus and any
prospectus supplement. In particular, you should consider the risk
factors described under the heading “Risk Factors” in
our most recent Annual Report on Form 10-K and in Item 1A of
our Quarterly Report on Form 10-Q for the period ended March 31,
2020 under the heading “Risk Factors,” as may be
revised or supplemented by our subsequent Quarterly Reports on
Form 10-Q or Current Reports of Form 8-K, each of which are on
file with the SEC and are incorporated herein by reference, and
which may be amended, supplemented or superseded from time to time
by other reports we file with the SEC in the future. In addition to
those risk factors, there may be additional risks and uncertainties
of which are not currently known to us or that we currently deem
immaterial. Our business, financial condition or results of
operations could be materially adversely affected by any of these
risks. The occurrence of any of these risks might cause you
to lose all or part of your investment in the offered securities.
Additional risk factors may be included in a prospectus supplement
relating to a particular offering of securities.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
We make
forward-looking statements in this registration statement and may
make such statements in future filings with the Securities and
Exchange Commission, or SEC. We may also make forward-looking
statements in our press releases or other public or stockholder
communications. Our forward-looking statements are subject to risks
and uncertainties and include information about our expectations
and possible or assumed future results of our operations. When we
use words such as “may,” “might,”
“will,” “should,” “believe,”
“expect,” “anticipate,”
“estimate,” “continue,”
“could,” “plan,” “potential,”
“predict,” “forecast,”
“project,” “intend,” or similar
expressions, or make statements regarding our intent, belief, or
current expectations, we are making forward-looking
statements.
These
forward-looking statements are neither promises nor guarantees of
future performance due to a variety of risks and uncertainties,
many of which are beyond our control, which could cause actual
results to differ materially from those indicated by these
forward-looking statements, including, without limitation, risks
relating to:
●
The impact of the
COVID-19 pandemic on our business and operations;
●
Our ability to
successfully execute our strategy;
●
Our ability to
sustain profitability and positive cash flows;
●
Our ability to gain
market acceptance for our products;
●
Our ability to win
new contracts, execute contract extensions and expansion of
services of existing contracts;
●
Our ability to
re-win our Blanket Purchase Agreement with the Department of
Homeland Security;
●
Our ability to
compete with companies that have greater resources than
us;
●
Our ability to
penetrate the commercial sector to expand our
business;
●
Our ability to
borrow funds against our credit facility and renew or replace our
credit facility on favorable terms or at all;
●
Our ability to
raise additional capital on favorable terms or at all;
and
●
Our ability to
retain key personnel; and
●
other risks more
fully discussed in the “Risk Factors” section in this
prospectus, the section of any accompanying prospectus supplement
entitled “Risk Factors” and the risk factors and
cautionary statements described in other documents that we file
from time to time with the SEC, specifically under “Risk
Factors” and elsewhere in our most recent Annual Report on
Form 10-K and subsequent Quarterly Reports on Form
10-Q.
We
claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995 for all of our forward-looking statements. While we
believe that our forward-looking statements are reasonable, you
should not place undue reliance on any such forward-looking
statements, which are based on information available to us on the
date of this report or, if made elsewhere, as of the date made.
Because these forward-looking statements are based on estimates and
assumptions that are subject to significant business, economic and
competitive uncertainties, many of which are beyond our control or
are subject to change, actual results could be materially
different. See “Risk Factors” in this prospectus for
more information. You should consider these factors and other
cautionary statements made in this prospectus and in the documents
we incorporate by reference as being applicable to all related
forward-looking statements wherever they appear in this prospectus
and in the documents incorporated by reference.
Other
factors not currently anticipated may also materially and adversely
affect our results of operations, cash flows and financial
position. We do not undertake any obligation to update or alter any
statements whether as a result of new information, future events or
otherwise, except as required by law.
Overview
We
are a leading provider of Trusted Mobility Management (TM2) that
consists of federally certified communications management, identity
management, and interactive bill presentment and analytics
solutions. We help our clients achieve their organizational
missions for mobility management and security objectives in this
challenging and complex business environment.
We
offer our TM2 solutions through a flexible managed services model
which includes both a scalable and comprehensive set of functional
capabilities that can be used by any customer to meet the most
common functional, technical and security requirements for mobility
management. Our TM2 solutions were designed and implemented with
flexibility in mind such that it can accommodate a large variety of
customer requirements through simple configuration settings rather
than through costly software development. The flexibility of our
TM2 solutions enables our customers to be able to quickly expand or
contract their mobility management requirements. Our TM2 solutions
are hosted and accessible on-demand through a secure federal
government certified proprietary portal that provides our customers
with the ability to manage, analyze and protect their valuable
communications assets, and deploy identity management solutions
that provide secured virtual and physical access to restricted
environments.
Corporate Information
We
are a Delaware corporation and our corporate headquarters are
located 11250 Waples Mill Road, South Tower 210, Fairfax, Virginia
22030. Our telephone number is (703) 349-2577. Our Internet website
address is www.widepoint.com. We do not incorporate the information
on our website into this prospectus, and you should not consider it
part of this prospectus.
Except
as may be otherwise set forth in the applicable prospectus
supplement accompanying this prospectus, the net proceeds from the
sale of the securities will be used for general corporate purposes.
Pending such use, we may temporarily invest the net proceeds in
short-term investments.
We will
set forth in a prospectus supplement the following information
regarding any material dilution of the equity interests of
investors purchasing securities in an offering under this
prospectus:
●
the net tangible
book value per share of our equity securities before and after the
offering;
●
the amount of the
increase in such net tangible book value per share attributable to
the cash payments made by purchasers in the offering;
and
●
the amount of the
immediate dilution from the public offering price which will be
absorbed by such purchasers.
We may
offer, from time to time and in one or more offerings, debt
securities, shares of common stock, shares of preferred stock,
warrants, subscription rights, securities purchase contracts and
units. Set forth herein and below is a general description of the
securities that we may offer hereunder. We will set forth in the
applicable prospectus supplement a specific description of the
securities that may be offered under this prospectus. The terms of
the offering of securities, the initial offering price and the net
proceeds will be contained in the prospectus supplement and/or
other offering material relating to such offering.
DESCRIPTION OF DEBT
SECURITIES
We have
summarized below general terms and conditions of the debt
securities that we will offer and sell pursuant to this prospectus.
When we offer to sell a particular series of debt securities, we
will describe the specific terms and conditions of the series in a
prospectus supplement to this prospectus. We will also indicate in
the applicable prospectus supplement whether the general terms and
conditions described in this prospectus apply to the series of debt
securities. The terms and conditions of the debt securities of a
series may be different in one or more respects from the terms and
conditions described below. If so, those differences will be
described in the applicable prospectus supplement.
The
debt securities will be our senior debt securities and will be
issued under an indenture between us and a trustee, a form of which
is incorporated by reference into this prospectus and attached as
an exhibit to the registration statement of which this prospectus
is a part. See “Where You Can Find More Information.”
We refer to this indenture as the
“indenture.”
The
following is a summary of some provisions of the indenture. The
following summary does not purport to be complete, and is subject
to, and qualified in its entirety by reference to, all of the
provisions of the indenture, including the definitions of specified
terms used in the indenture, and the debt securities. We encourage
you to read the indenture and the debt securities because they, and
not this description, set forth your rights as a holder of our debt
securities. We will describe the particular terms of any debt
securities in the prospectus supplement relating to those debt
securities. Parenthetical section references under this heading are
references to sections in the indenture unless we indicate
otherwise.
General
We
may offer the debt securities from time to time in as many distinct
series as we may determine. The indenture does not limit the amount
of debt securities that we may issue under that indenture. We may,
without the consent of the holders of the debt securities of any
series, issue additional debt securities ranking equally with, and
otherwise similar in all respects to, the debt securities of the
series (except for the public offering price and the issue date) so
that those additional debt securities will be consolidated and form
a single series with the debt securities of the series previously
offered and sold.
The
debt securities of each series will be issued in fully registered
form without interest coupons. We currently anticipate that the
debt securities of each series offered and sold pursuant to this
prospectus will be issued as global debt securities as described
under “—Book-Entry; Delivery and Form; Global
Securities” and will trade in book-entry form
only.
Debt
securities denominated in U.S. dollars will be issued in
denominations of $2,000 and any integral multiple of $1,000 in
excess thereof, unless otherwise specified in the applicable
prospectus supplement. If the debt securities of a series are
denominated in a foreign or composite currency, the applicable
prospectus supplement will specify the denomination or
denominations in which those debt securities will be
issued.
Unless
otherwise specified in the applicable prospectus supplement, we
will repay the debt securities of each series at 100% of their
principal amount, together with any premium and accrued and unpaid
interest thereon at maturity, except if those debt securities have
been previously redeemed or purchased and cancelled.
Unless
otherwise specified in the applicable prospectus supplement, the
debt securities of each series will not be listed on any securities
exchange.
Provisions of Indenture
The
indenture provides that debt securities may be issued under it from
time to time in one or more series. For each series of debt
securities, this prospectus and the applicable prospectus
supplement will describe the following terms and conditions of that
series of debt securities:
●
the title of the
series;
●
the maximum
aggregate principal amount, if any, established for debt securities
of the series, provided, however, that such amount may from time to
time be increased by a board resolution;
●
the price or prices
at which the debt securities will be sold;
●
the person to whom
any interest on a debt security of the series will be payable, if
other than the person in whose name that debt security (or one or
more predecessor debt securities) is registered at the close of
business on the regular record date for such interest;
●
the date or dates
on which the principal and premium, if any, of any debt securities
of the series will be payable or the method used to determine or
extend those dates;
●
the rate or rates
at which any debt securities of the series will bear interest, if
any, or the method by which such rate or rates shall be determined,
the date or dates from which any such interest will accrue, or the
method by which such date or dates shall be determined, the
interest payment dates on which any such interest will be payable
and the regular record date, if any, for any such interest payable
on any interest payment date, or the method by which such date or
dates shall be determined, and the basis upon which interest shall
be calculated if other than that of a 360-day year of twelve 30-day
months, the right, if any, to extend or defer interest payments and
the duration of such extension or deferral;
●
the place or places
where the principal of and any premium and interest on any debt
securities of the series will be payable, the place or places where
the debt securities of such series may be presented for
registration of transfer or exchange, the place or places where
notices and demands to or upon us in respect of the debt securities
of such series may be made and the manner in which any payment may
be made;
●
the period or
periods within which or the date or dates on which, the price or
prices at which, the currency or currency units in which, and the
terms and conditions upon which any debt securities of the series
may be redeemed, in whole or in part, at our option and, if other
than by a board resolution, the manner in which any election by us
to redeem the debt securities will be evidenced;
●
our obligation or
right, if any, to redeem or purchase any debt securities of the
series pursuant to any sinking fund, amortization or analogous
provisions or at the option of the holder thereof and the period or
periods within which, the price or prices at which, the currency or
currency units in which, and the terms and conditions upon which
any debt securities of the series will be redeemed or purchased, in
whole or in part, pursuant to such obligation;
●
if other than
denominations of $2,000 and any integral multiple of $1,000 in
excess thereof, the denominations in which any debt securities of
the series will be issuable;
●
if other than the
trustee, the identity of each security registrar and/or paying
agent;
●
if the amount of
principal of or premium, if any, or interest on any debt securities
of the series may be determined with reference to a financial or
economic measure or index or pursuant to a formula, the manner in
which such amounts will be determined;
●
if other than U.S.
dollars, the currency, currencies or currency units in which the
principal of or premium, if any, or interest on any debt securities
of the series will be payable and the manner of determining the
equivalent thereof in U.S. dollars for any purpose;
●
if the principal of
or premium, if any, or interest on any debt securities of the
series is to be payable, at our election or the election of the
holder thereof, in one or more currencies or currency units other
than that or those in which such debt securities are stated to be
payable, the currency, currencies or currency units in which the
principal of or premium, if any, or interest on such debt
securities as to which such election is made will be payable, the
periods within which or the dates on which and the terms and
conditions upon which such election is to be made and the amount so
payable (or the manner in which such amount will be
determined);
●
if the provisions
of the indenture relating to satisfaction and discharge thereof
shall apply to the debt securities of that series as set forth
therein, or if provisions for the satisfaction and discharge of the
indenture other than as set forth therein shall apply to the debt
securities of that series;
●
if other than the
entire principal amount thereof, the portion of the principal
amount of any debt securities of the series which will be payable
upon declaration of acceleration of the maturity thereof pursuant
to the indenture or the method by which such portion shall be
determined;
●
if the principal
amount payable at the stated maturity of any debt securities of the
series will not be determinable as of any one or more dates prior
to the stated maturity, the amount which will be deemed to be the
principal amount of such debt securities as of any such date for
any purpose thereunder or hereunder, including the principal amount
thereof which will be due and payable upon any maturity other than
the stated maturity or which will be deemed to be outstanding as of
any date prior to the stated maturity (or, in any such case, the
manner in which such amount deemed to be the principal amount will
be determined);
●
if other than by a
board resolution, the manner in which any election by us to defease
any debt securities of the series pursuant to the indenture will be
evidenced; whether any debt securities of the series other than
debt securities denominated in U.S. dollars and bearing interest at
a fixed rate are to be subject to the defeasance provisions of the
indenture; or, in the case of debt securities denominated in U.S.
dollars and bearing interest at a fixed rate, if applicable, that
the debt securities of the series, in whole or any specified part,
will not be defeasible pursuant to the indenture;
●
if applicable, that
any debt securities of the series shall be issuable in whole or in
part in the form of one or more global securities and, in such
case, the respective depositaries for such global securities, the
form of any legend or legends which shall be borne by any such
global security in addition to or in lieu of that set forth in the
indenture and any circumstances in which any such global security
may be exchanged in whole or in part for debt securities
registered, and any transfer of such global security in whole or in
part may be registered, in the name or names of persons other than
the depositary for such global security or a nominee
thereof;
●
any addition to,
deletion from or change in the events of default applicable to any
debt securities of the series and any change in the right of the
trustee or the requisite holders of such debt securities to declare
the principal amount thereof due and payable;
●
any addition to,
deletion from or change in the covenants applicable to debt
securities of the series;
●
the terms of any
right to convert or exchange debt securities of such series into
any other securities or property of ours or of any other
corporation or person, and the additions or changes, if any, to the
indenture with respect to the debt securities of such series to
permit or facilitate such conversion or exchange;
●
whether the debt
securities of the series will be guaranteed by any persons and, if
so, the identity of such persons, the terms and conditions upon
which such debt securities will be guaranteed and, if applicable,
the terms and conditions upon which such guarantees may be
subordinated to other indebtedness of the respective
guarantors;
●
whether the debt
securities of the series will be secured by any collateral and, if
so, the terms and conditions upon which such debt securities will
be secured and, if applicable, upon which such liens may be
subordinated to other liens securing other indebtedness of us or of
any guarantor;
●
whether the debt
securities will be issued in a transaction registered under the
Securities Act and any restriction or condition on the
transferability of the debt securities of such series;
●
the exchanges, if
any, on which the debt securities may be listed; and
●
any other terms of
the debt securities of the series (which terms will not be
inconsistent with the provisions of the indenture, except as
permitted thereunder).
Interest and Interest Rates
General
In
the applicable prospectus supplement, we will designate the debt
securities of a series as being either debt securities bearing
interest at a fixed or floating rate of interest. Each debt
security will begin to accrue interest from the date on which it is
originally issued. Interest on each such debt security will be
payable in arrears on the interest payment dates set forth in the
applicable prospectus supplement and as otherwise described below
and at maturity or, if earlier, the redemption date described
below. Interest will be payable to the holder of record of the debt
securities at the close of business on the record date for each
interest payment date, which record dates will be specified in such
prospectus supplement.
As
used in the indenture, the term “business day” means,
with respect to debt securities of a series, unless otherwise
specified in the applicable prospectus supplement, any day, other
than a Saturday or Sunday, that is not a day on which banking
institutions are authorized or obligated by law or executive order
to close in the place where the principal of and premium, if any,
and interest on the debt securities are payable.
If
any interest payment date, redemption date, repayment date or
stated maturity of a debt security, or any date on which a holder
has the right to convert such debt security, falls on a date that
is not a business day, then payment of principal and premium, if
any, or interest, or the redemption price or conversion of such
debt security, will be made on the next succeeding business day at
such place of payment with the same force and effect as if made on
the interest payment date, redemption date or repayment date, or at
the stated maturity, or on such conversion date. No interest shall
accrue for the period from and after any such interest payment
date, redemption date, repayment date, stated maturity or
conversion date, as the case may be, to the date of such
payment.
Optional Redemption
Redemption at Our Option
If
specified in the applicable prospectus supplement, we may elect to
redeem all or part of the outstanding debt securities of a series
from time to time before the maturity date of the debt securities
of that series. Upon such election, we will notify the trustee of
the redemption date and the principal amount of debt securities of
the series to be redeemed. If less than all the debt securities of
the series are to be redeemed, the particular debt securities of
that series to be redeemed will be selected by the trustee by such
method as the trustee deems fair and appropriate. If we shall so
direct, debt securities registered in our name or the name of any
of our affiliates or subsidiaries shall not be included in the debt
securities for redemption. The applicable prospectus supplement
will specify the redemption price for the debt securities to be
redeemed (or the method of calculating such price), in each case in
accordance with the terms and conditions of those debt
securities.
Notice
of redemption will be given to each holder of the debt securities
to be redeemed not less than 15 nor more than 60 days prior to the
date set for such redemption (or within such period as otherwise
specified as contemplated by the indenture for debt securities of a
series). This notice will identify the debt securities to be
redeemed and will include the following information: the redemption
date; the redemption price (or the method of calculating such
price); if less than all of the outstanding debt securities of such
series are to be redeemed, the identification (and, in the case of
partial redemption, the respective principal amounts) of the
particular debt securities to be redeemed; the place or places
where such debt securities are to be surrendered for payment of the
redemption price; and, if applicable, the CUSIP number of the debt
securities to be redeemed.
By
no later than 11:00 a.m. (New York City time) on the redemption
date, we will deposit or cause to be deposited with the trustee or
with a paying agent (or, if we are acting as our own paying agent
with respect to the debt securities being redeemed, we will
segregate and hold in trust as provided in the indenture) an amount
of money sufficient to pay the aggregate redemption price of, and
(except if the redemption date shall be an interest payment date or
the debt securities of such series provide otherwise) accrued
interest on, all of the debt securities or the part thereof to be
redeemed on that date. On the redemption date, the redemption price
will become due and payable upon all of the debt securities to be
redeemed, and interest, if any, on the debt securities to be
redeemed will cease to accrue from and after that date. Upon
surrender of any such debt securities for redemption, we will pay
those debt securities surrendered at the redemption price together,
if applicable, with accrued interest to the redemption date. If the
redemption date is after a regular record date and on or prior to
the applicable interest payment date, the accrued and unpaid
interest shall be payable to the holder of the redeemed securities
registered on the relevant regular record date.
Any
debt securities to be redeemed only in part must be surrendered at
the office or agency established by us for such purpose, and we
will execute, and the trustee will authenticate and deliver to a
holder without service charge, new debt securities of the same
series and of like tenor, of any authorized denominations as
requested by that holder, in a principal amount equal to and in
exchange for the unredeemed portion of the debt securities that
holder surrenders.
Repayment at Holder’s Option
If
specified in the applicable prospectus supplement, the holders of
the debt securities of a series will have the option to elect
repayment of those debt securities by us prior to the stated
maturity of the debt securities of that series at time or times and
subject to the conditions specified in the applicable prospectus
supplement. If the holders of those debt securities have that
option, the applicable prospectus supplement will specify the
optional repayment date or dates on which the debt security may be
repaid and the optional repayment price, or the method by which
such price will be determined. The optional repayment price is the
price at which, together with accrued interest to the optional
repayment date, the debt security may be repaid at the
holder’s option on each such optional repayment
date.
Except
as otherwise may be provided by the terms of the debt securities,
any tender of a debt security by the holder for repayment will be
irrevocable unless waived by us. Any repayment option of a holder
may be exercised by the holder of debt securities for less than the
entire principal amount of the debt security; provided that the
principal amount of the debt security remaining outstanding after
repayment will be an authorized denomination. Upon such partial
repayment, the debt securities will be canceled and new debt
securities for the remaining principal amount will be issued in the
name of the holder of the repaid debt securities.
If
debt securities are represented by a global security as described
under “—Book-Entry; Delivery and Form; Global
Securities,” the securities depository for the global
security or its nominee will be the holder of the debt security
and, therefore, will be the only person that can exercise a right
to repayment. In order to ensure that the depository or its nominee
will timely exercise a right to repayment relating to a particular
debt security, the beneficial owner of the debt security must
instruct the broker or other direct or indirect participant in the
depository through which it holds an interest in the debt security
to notify the depository of its desire to exercise a right to
repayment by the appropriate cut-off time for notifying the
participant. Different firms have different cut-off times for
accepting instructions from their customers. Accordingly, you
should consult the broker or other direct or indirect participant
through which you hold an interest in a debt security in order to
ascertain the cut-off time by which such an instruction must be
given for timely notice to be delivered to the appropriate
depository.
Payment and Transfer or Exchange
Principal
of and premium, if any, and interest on the debt securities of each
series will be payable, and the debt securities may be exchanged or
transferred, at the office or agency maintained by us for such
purpose. Payment of principal of and premium, if any, and interest
on a global security registered in the name of or held by The
Depository Trust Company, or DTC, or its nominee will be made in
immediately available funds to DTC or its nominee, as the case may
be, as the registered holder of such global security. If any of the
debt securities is no longer represented by a global security,
payment of interest on certificated debt securities in definitive
form may, at our option, be made by check mailed directly to
holders at their registered addresses. See
“—Book-Entry; Delivery and Form; Global
Securities.”
A
holder may transfer or exchange any certificated debt securities in
definitive form at the same location given in the preceding
paragraph. No service charge will be made for any registration of
transfer or exchange of debt securities, but we may require payment
of a sum sufficient to cover any transfer tax or other similar
governmental charge payable in connection therewith.
We
are not required to transfer or exchange any debt security selected
for redemption for a period of 15 days before mailing of a notice
of redemption of the debt security to be redeemed.
The
registered holder of a debt security will be treated as the owner
of it for all purposes.
All
amounts of principal of and premium, if any, or interest on the
debt securities paid by us that remain unclaimed two years after
such payment was due and payable will be repaid to us, and the
holders of such debt securities will thereafter look solely to us
for payment.
Covenants
The
indenture sets forth limited covenants that will apply to each
series of debt securities issued under the indenture, unless
otherwise specified in the applicable prospectus supplement.
However, these covenants do not, among other things:
●
limit
the amount of indebtedness or lease obligations that may be
incurred by us and our subsidiaries;
●
limit
our ability or that of our subsidiaries to issue, assume or
guarantee debt secured by liens; or
●
restrict
us from paying dividends or making distributions on our capital
stock or purchasing or redeeming our capital stock.
Consolidation, Merger and Sale of Assets
The
indenture provides that we may consolidate with or merge with or
into any other person, and may sell, transfer, or lease or convey
all or substantially all of our properties and assets to another
person; provided that the following conditions are
satisfied:
●
we
are the continuing entity, or the resulting, surviving or
transferee person (the “Successor”) is a person (if
such person is not a corporation, then the Successor will include a
corporate co-issuer of the debt securities) organized and existing
under the laws of the United States of America, any state thereof
or the District of Columbia and the Successor (if not us) will
expressly assume, by supplemental indenture, all of our obligations
under the debt securities and the indenture and, for each security
that by its terms provides for conversion, provide for the right to
convert such security in accordance with its terms;
●
immediately
after giving effect to such transaction, no default or event of
default under the indenture has occurred and is continuing;
and
●
the
trustee receives from us an officers’ certificate and an
opinion of counsel that the transaction and such supplemental
indenture, as the case may be, complies with the applicable
provisions of the indenture
If
we consolidate or merge with or into any other person or sell,
transfer, lease or convey all or substantially all of our
properties and assets in accordance with the indenture, the
Successor will be substituted for us in the indenture, with the
same effect as if it had been an original party to the indenture.
As a result, the Successor may exercise our rights and powers under
the indenture, and we will be released from all our liabilities and
obligations under the indenture and under the debt
securities.
Any
substitution of the Successor for us might be deemed for federal
income tax purposes to be an exchange of the debt securities for
“new” debt securities, resulting in recognition of gain
or loss for such purposes and possibly certain other adverse tax
consequences to beneficial owners of the debt securities. Holders
should consult their own tax advisors regarding the tax
consequences of any such substitution.
For
purposes of this covenant, “person” means any
individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof or any other entity.
Events of Default
Each
of the following events are defined in the indenture as an
“event of default” (whatever the reason for such event
of default and whether or not it will be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of
any administrative or governmental body) with respect to the debt
securities of any series:
(1)
default in the payment of any installment of interest on any debt
securities of such series for 30 days after becoming
due;
(2)
default in the payment of principal of or premium, if any, on any
debt securities of such series when it becomes due and payable at
its stated maturity, upon optional redemption, upon declaration or
otherwise;
(3)
default in the performance, or breach, of any covenant or agreement
of ours in the indenture with respect to the debt securities of
such series (other than a covenant or agreement, a default in the
performance of which or a breach of which is elsewhere in the
indenture specifically dealt with or that has expressly been
included in the indenture solely for the benefit of a series of
debt securities other than such series), which continues for a
period of 90 days after written notice to us by the trustee or to
us and the trustee by the holders of at least 25% in aggregate
principal amount of the outstanding debt securities of that
series;
(4)
we pursuant to or within the meaning of the Bankruptcy
Law:
●
commence
a voluntary case or proceeding;
●
consent
to the entry of an order for relief against us in an involuntary
case or proceeding;
●
consent
to the appointment of a custodian of us or for all or substantially
all of our property;
●
make
a general assignment for the benefit of our creditors;
●
file
a petition in bankruptcy or answer or consent seeking
reorganization or relief;
●
consent
to the filing of such petition or the appointment of or taking
possession by a custodian; or
●
take
any comparable action under any foreign laws relating to
insolvency;
(5)
a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:
●
is
for relief against us in an involuntary case, or adjudicates us
insolvent or bankrupt;
●
appoints
a custodian of us or for all or substantially all of our property;
or
●
orders
the winding-up or liquidation of us (or any similar relief is
granted under any foreign laws);
and the order or decree remains unstayed and in effect for 90 days;
or
(6)
any other event of default provided with respect to debt securities
of such series occurs.
“Bankruptcy
Law” means Title 11, United States Code or any similar
federal or state or foreign law for the relief of debtors.
“Custodian” means any custodian, receiver, trustee,
assignee, liquidator or other similar official under any Bankruptcy
Law.
If
an event of default with respect to debt securities of any series
(other than an event of default relating to certain events of
bankruptcy, insolvency, or reorganization of us) occurs and is
continuing, the trustee by notice to us, or the holders of at least
25% in aggregate principal amount of the outstanding debt
securities of such series by notice to us and the trustee, may, and
the trustee at the request of these holders will, declare the
principal of and premium, if any, and accrued and unpaid interest
on all the debt securities of such series to be due and payable.
Upon such a declaration, such principal, premium and accrued and
unpaid interest will be due and payable immediately. If an event of
default relating to certain events of bankruptcy, insolvency, or
reorganization of us occurs and is continuing, the principal of and
premium, if any, and accrued and unpaid interest on the debt
securities of such series will become and be immediately due and
payable without any declaration or other act on the part of the
trustee or any holders.
The
holders of not less than a majority in aggregate principal amount
of the outstanding debt securities of any series may rescind a
declaration of acceleration and its consequences, if we have
deposited certain sums with the trustee and all events of default
with respect to the debt securities of such series, other than the
non-payment of the principal or interest which have become due
solely by such acceleration, have been cured or waived, as provided
in the indenture.
An
event of default for a particular series of debt securities does
not necessarily constitute an event of default for any other series
of debt securities issued under the indenture.
We
are required to furnish the trustee annually within 120 days after
the end of our fiscal year a statement by one of our officers to
the effect that, to the best knowledge of such officer, we are not
in default in the fulfillment of any of our obligations under the
indenture or, if there has been a default in the fulfillment of any
such obligation, specifying each such default and the nature and
status thereof.
No
holder of any debt securities of any series will have any right to
institute any judicial or other proceeding with respect to the
indenture, or for the appointment of a receiver or trustee, or for
any other remedy unless:
(1)
an event of default has occurred and is continuing and such holder
has given the trustee prior written notice of such continuing event
of default with respect to the debt securities of such
series;
(2)
the holders of not less than 25% of the aggregate principal amount
of the outstanding debt securities of such series have requested
the trustee to institute proceedings in respect of such event of
default;
(3)
the trustee has been offered indemnity reasonably satisfactory to
it against its costs, expenses and liabilities in complying with
such request;
(4)
the trustee has failed to institute proceedings 60 days after the
receipt of such notice, request and offer of indemnity;
and
(5)
no direction inconsistent with such written request has been given
for 60 days by the holders of a majority in aggregate principal
amount of the outstanding debt securities of such
series.
The
holders of a majority in aggregate principal amount of outstanding
debt securities of a series will have the right, subject to certain
limitations, to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee with respect to
the debt securities of that series or exercising any trust or power
conferred to the trustee, and to waive certain defaults. The
indenture provides that if an event of default occurs and is
continuing, the trustee will exercise such of its rights and powers
under the indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.
Subject to such provisions, the trustee will be under no obligation
to exercise any of its rights or powers under the indenture at the
request of any of the holders of the debt securities of a series
unless they will have offered to the trustee security or indemnity
satisfactory to the trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such
request.
Notwithstanding
the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the
principal of and premium, if any, and interest on that debt
security on or after the due dates expressed in that debt security
and to institute suit for the enforcement of payment.
Modification and Waivers
Modification
and amendments of the indenture and the debt securities of any
series may be made by us and the trustee with the consent of the
holders of not less than a majority in aggregate principal amount
of the outstanding debt securities of that series affected thereby;
provided, however, that no such modification or amendment may,
without the consent of the holder of each outstanding debt security
of that series affected thereby:
●
change
the stated maturity of the principal of, or installment of interest
on, any debt security;
●
reduce
the principal amount of any debt security or reduce the amount of
the principal of any debt security which would be due and payable
upon a declaration of acceleration of the maturity thereof or
reduce the rate of interest on any debt security;
●
reduce
any premium payable on the redemption of any debt security or
change the date on which any debt security may or must be
redeemed;
●
change
the coin or currency in which the principal of, premium, if any, or
interest on any debt security is payable;
●
impair
the right of any holder to institute suit for the enforcement of
any payment on or after the stated maturity of any debt security
(or, in the case of redemption, on or after the redemption
date);
●
reduce
the percentage in principal amount of the outstanding debt
securities, the consent of whose holders is required in order to
take certain actions;
●
reduce
the requirements for quorum or voting by holders of debt securities
in the indenture or the debt security;
●
modify
any of the provisions in the indenture regarding the waiver of past
defaults and the waiver of certain covenants by the holders of debt
securities except to increase any percentage vote required or to
provide that certain other provisions of the indenture cannot be
modified or waived without the consent of the holder of each debt
security affected thereby;
●
make
any change that adversely affects the right to convert or exchange
any debt security or decreases the conversion or exchange rate or
increases the conversion price of any convertible or exchangeable
debt security, unless such decrease or increase is permitted by the
terms of the debt securities; or
●
modify
any of the above provisions.
We and
the trustee may, without the consent of any holders, modify or
amend the terms of the indenture and the debt securities of any
series with respect to the following:
●
to add to our
covenants for the benefit of holders of the debt securities of all
or any series or to surrender any right or power conferred upon
us;
●
to evidence the
succession of another person to, and the assumption by the
successor of our covenants, agreements and obligations under, the
indenture pursuant to the covenant described under
“—Covenants—Consolidation, Merger and Sale of
Assets”;
●
to add any
additional events of default for the benefit of holders of the debt
securities of all or any series;
●
to add one or more
guarantees for the benefit of holders of the debt
securities;
●
to secure the debt
securities pursuant to the covenants of the indenture;
●
to add or appoint a
successor or separate trustee or other agent;
●
to provide for the
issuance of additional debt securities of any series;
●
to establish the
form or terms of debt securities of any series as permitted by the
indenture;
●
to comply with the
rules of any applicable securities depository;
●
to provide for
uncertificated debt securities in addition to or in place of
certificated debt securities;
●
to add to, change
or eliminate any of the provisions of the indenture in respect of
one or more series of debt securities; provided that any such
addition, change or elimination (a) shall neither (1) apply to any
debt security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such
provision nor (2) modify the rights of the holder of any such debt
security with respect to such provision or (b) shall become
effective only when there is no debt security described in clause
(a)(1) outstanding;
●
to cure any
ambiguity, omission, defect or inconsistency;
●
to change any other
provision; provided that the change does not adversely affect the
interests of the holders of debt securities of any series in any
material respect;
●
to supplement any
of the provisions of the indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of
any series of debt securities pursuant to the indenture; provided
that any such action shall not adversely affect the interests of
the holders of debt securities of such series or any other series
of debt securities in any material respect;
●
to comply with the
rules or regulations of any securities exchange or automated
quotation system on which any of the debt securities may be listed
or traded; and
●
to add to, change
or eliminate any of the provisions of the indenture as shall be
necessary or desirable in accordance with any amendments to the
Trust Indenture Act, provided that such action does not adversely
affect the rights or interests of any holder of debt securities in
any material respect.
The
holders of at least a majority in aggregate principal amount of the
outstanding debt securities of any series may, on behalf of the
holders of all debt securities of that series, waive compliance by
us with certain restrictive provisions of the indenture. The
holders of not less than a majority in aggregate principal amount
of the outstanding debt securities of a series may, on behalf of
the holders of all debt securities of that series, waive any past
default and its consequences under the indenture with respect to
the debt securities of that series, except a default (1) in
the payment of principal or premium, if any, or interest on debt
securities of that series or (2) in respect of a covenant or
provision of the indenture that cannot be modified or amended
without the consent of the holder of each debt security of that
series. Upon any such waiver, such default will cease to exist, and
any event of default arising therefrom will be deemed to have been
cured, for every purpose of the indenture; however, no such waiver
will extend to any subsequent or other default or event of default
or impair any rights consequent thereon.
Discharge, Defeasance and Covenant Defeasance
We may
discharge certain obligations to holders of the debt securities of
a series that have not already been delivered to the trustee for
cancellation and that either have become due and payable or will
become due and payable within one year (or scheduled for redemption
within one year) by depositing with the trustee, in trust, funds in
U.S. dollars in an amount sufficient to pay the entire indebtedness
including, but not limited to, the principal and premium, if any,
and interest to the date of such deposit (if the debt securities
have become due and payable) or to the maturity thereof or the
redemption date of the debt securities of that series, as the case
may be. We may direct the trustee to invest such funds in U.S.
Treasury securities with a maturity of one year or less or in a
money market fund that invests solely in short-term U.S. Treasury
securities.
The
indenture provides that we may elect either (1) to defease and
be discharged from any and all obligations with respect to the debt
securities of a series (except for, among other things, obligations
to register the transfer or exchange of the debt securities, to
replace temporary or mutilated, destroyed, lost or stolen debt
securities, to maintain an office or agency with respect to the
debt securities and to hold moneys for payment in trust)
(“legal defeasance”) or (2) to be released from
our obligations to comply with the restrictive covenants under the
indenture, and any omission to comply with such obligations will
not constitute a default or an event of default with respect to the
debt securities of a series and clauses (3) and (6) under
“—Events of Default” will no longer be applied
(“covenant defeasance”). Legal defeasance or covenant
defeasance, as the case may be, will be conditioned upon, among
other things, the irrevocable deposit by us with the trustee, in
trust, of an amount in U.S. dollars, or U.S. government
obligations, or both, applicable to the debt securities of that
series which through the scheduled payment of principal and
interest in accordance with their terms will provide money in an
amount sufficient to pay the principal or premium, if any, and
interest on the debt securities on the scheduled due dates
therefor.
If we
effect covenant defeasance with respect to the debt securities of
any series, the amount in U.S. dollars, or U.S. government
obligations, or both, on deposit with the trustee will be
sufficient, in the opinion of a nationally recognized firm of
independent accountants, to pay amounts due on the debt securities
of that series at the time of the stated maturity but may not be
sufficient to pay amounts due on the debt securities of that series
at the time of the acceleration resulting from such event of
default. However, we would remain liable to make payment of such
amounts due at the time of acceleration.
We will
be required to deliver to the trustee an opinion of counsel that
the deposit and related defeasance will not cause the holders and
beneficial owners of the debt securities of that series to
recognize income, gain or loss for federal income tax purposes. If
we elect legal defeasance, that opinion of counsel must be based
upon a ruling from the U.S. Internal Revenue Service or a change in
law to that effect.
We may
exercise our legal defeasance option notwithstanding our prior
exercise of our covenant defeasance option.
Same-Day Settlement and Payment
Unless
otherwise provided in the applicable prospectus supplement, the
debt securities will trade in the same-day funds settlement system
of DTC until maturity or until we issue the debt securities in
certificated form. DTC will therefore require secondary market
trading activity in the debt securities to settle in immediately
available funds. We can give no assurance as to the effect, if any,
of settlement in immediately available funds on trading activity in
the debt securities.
Book-Entry; Delivery and Form; Global Securities
Unless
otherwise specified in the applicable prospectus supplement, the
debt securities of each series will be issued in the form of one or
more global debt securities, in definitive, fully registered form
without interest coupons, each of which we refer to as a
“global security.” Each such global security will be
deposited with the trustee as custodian for DTC and registered in
the name of a nominee of DTC in New York, New York for the accounts
of participants in DTC.
Investors may hold
their interests in a global security directly through DTC if they
are DTC participants, or indirectly through organizations that are
DTC participants. Except in the limited circumstances described
below, holders of debt securities represented by interests in a
global security will not be entitled to receive their debt
securities in fully registered certificated form.
DTC has
advised us as follows: DTC is a limited-purpose trust company
organized under New York Banking Law, a “banking
organization” within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a “clearing
corporation” within the meaning of the New York Uniform
Commercial Code and a “clearing agency” registered
pursuant to the provisions of Section 17A of the Exchange Act.
DTC was created to hold securities of institutions that have
accounts with DTC (“participants”) and to facilitate
the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry
changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. DTC’s
participants include both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, clearing corporations and certain
other organizations. Access to DTC’s book-entry system is
also available to others such as both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies and clearing
corporations that clear through or maintain a custodial
relationship with a participant, whether directly or
indirectly.
Ownership of Beneficial Interests
Upon
the issuance of each global security, DTC will credit, on its
book-entry registration and transfer system, the respective
principal amount of the individual beneficial interests represented
by the global security to the accounts of participants. Ownership
of beneficial interests in each global security will be limited to
participants or persons that may hold interests through
participants. Ownership of beneficial interests in each global
security will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by DTC
(with respect to participants’ interests) and such
participants (with respect to the owners of beneficial interests in
the global security other than participants).
So long
as DTC or its nominee is the registered holder and owner of a
global security, DTC or such nominee, as the case may be, will be
considered the sole legal owner of the debt security represented by
the global security for all purposes under the indenture, the debt
securities and applicable law. Except as set forth below, owners of
beneficial interests in a global security will not be entitled to
receive certificated debt securities and will not be considered to
be the owners or holders of any debt securities represented by the
global security. We understand that under existing industry
practice, in the event an owner of a beneficial interest in a
global security desires to take any actions that DTC, as the holder
of the global security, is entitled to take, DTC would authorize
the participants to take such action, and that participants would
authorize beneficial owners owning through such participants to
take such action or would otherwise act upon the instructions of
beneficial owners owning through them. No beneficial owner of an
interest in a global security will be able to transfer such
interest except in accordance with DTC’s applicable
procedures, in addition to those provided for under the indenture.
Because DTC can only act on behalf of participants, who in turn act
on behalf of others, the ability of a person having a beneficial
interest in a global security to pledge that interest to persons
that do not participate in the DTC system, or otherwise to take
actions in respect of that interest, may be impaired by the lack of
a physical certificate representing that interest.
All
payments on the debt securities represented by a global security
registered in the name of and held by DTC or its nominee will be
made to DTC or its nominee, as the case may be, as the registered
owner and holder of the global security.
We
expect that DTC or its nominee, upon receipt of any payment of
principal, premium, if any, or interest in respect of a global
security, will credit participants’ accounts with payments in
amounts proportionate to their respective beneficial interests in
the principal amount of the global security as shown on the records
of DTC or its nominee. We also expect that payments by participants
to owners of beneficial interests in the global security held
through such participants will be governed by standing instructions
and customary practices as is now the case with securities held for
accounts for customers registered in the names of nominees for such
customers. These payments, however, will be the responsibility of
such participants and indirect participants, and neither we, the
trustee nor any paying agent will have any responsibility or
liability for any aspect of the records relating to, or payments
made on account of, beneficial ownership interests in any global
security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests or for any other
aspect of the relationship between DTC and its participants or the
relationship between such participants and the owners of beneficial
interests in the global security.
Unless
and until it is exchanged in whole or in part for certificated debt
securities, each global security may not be transferred except as a
whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC. Transfers between participants in DTC will
be effected in the ordinary way in accordance with DTC rules and
will be settled in same-day funds.
We
expect that DTC will take any action permitted to be taken by a
holder of debt securities only at the direction of one or more
participants to whose account the DTC interests in a global
security are credited and only in respect of such portion of the
aggregate principal amount of the debt securities as to which such
participant or participants has or have given such direction.
However, if there is an event of default under the debt securities,
DTC will exchange each global security for certificated debt
securities, which it will distribute to its
participants.
Although we expect
that DTC will agree to the foregoing procedures in order to
facilitate transfers of interests in each global security among
participants of DTC, DTC is under no obligation to perform or
continue to perform such procedures, and such procedures may be
discontinued at any time. None of we, the underwriters or the
trustee will have any responsibility for the performance or
nonperformance by DTC or its participants or indirect participants
of their respective obligations under the rules and procedures
governing their operations.
The
indenture provides that the global securities will be exchanged for
debt securities in certificated form of like tenor and of an equal
principal amount, in authorized denominations in the following
limited circumstances:
(1) DTC
notifies us that it is unwilling or unable to continue as
depository or if DTC ceases to be eligible under the indenture and
we do not appoint a successor depository within 90
days;
(2) we
determine that the debt securities will no longer be represented by
global securities and execute and deliver to the trustee an order
to such effect; or
(3) an
event of default with respect to the debt securities will have
occurred and be continuing.
These
certificated debt securities will be registered in such name or
names as DTC will instruct the trustee. It is expected that such
instructions may be based upon directions received by DTC from
participants with respect to ownership of beneficial interests in
global securities.
The
information in this section of this prospectus concerning DTC and
DTC’s book-entry system has been obtained from sources that
we believe to be reliable, but we do not take responsibility for
this information.
Euroclear and Clearstream
If the
depositary for a global security is DTC, you may hold interests in
the global security through Clearstream Banking, société anonyme, which we
refer to as “Clearstream,” or Euroclear Bank SA/NV, as
operator of the Euroclear System, which we refer to as
“Euroclear,” in each case, as a participant in DTC.
Euroclear and Clearstream will hold interests, in each case, on
behalf of their participants through customers’ securities
accounts in the names of Euroclear and Clearstream on the books of
their respective depositaries, which in turn will hold such
interests in customers’ securities in the depositaries’
names on DTC’s books.
Payments,
deliveries, transfers, exchanges, notices and other matters
relating to the debt securities made through Euroclear or
Clearstream must comply with the rules and procedures of those
systems. Those systems could change their rules and procedures at
any time. We have no control over those systems or their
participants, and we take no responsibility for their activities.
Transactions between participants in Euroclear or Clearstream, on
one hand, and other participants in DTC, on the other hand, would
also be subject to DTC’s rules and procedures.
Investors
will be able to make and receive through Euroclear and Clearstream
payments, deliveries, transfers, exchanges, notices and other
transactions involving any securities held through those systems
only on days when those systems are open for business. Those
systems may not be open for business on days when banks, brokers
and other institutions are open for business in the United
States.
In
addition, because of time-zone differences, U.S. investors who hold
their interests in the debt securities through these systems and
wish on a particular day, to transfer their interests, or to
receive or make a payment or delivery or exercise any other right
with respect to their interests, may find that the transaction will
not be effected until the next business day in Luxembourg or
Brussels, as applicable. Thus, investors who wish to exercise
rights that expire on a particular day may need to act before the
expiration date. In addition, investors who hold their interests
through both DTC and Euroclear or Clearstream may need to make
special arrangements to finance any purchase or sales of their
interests between the U.S. and European clearing systems, and those
transactions may settle later than transactions within one clearing
system.
Governing Law
The
indenture and the debt securities will be governed by, and
construed in accordance with, the laws of the State of New
York.
Regarding the Trustee
We may
from time to time maintain lines of credit, and have other
customary banking relationships, with the trustee under the
indenture.
The
indenture and provisions of the Trust Indenture Act that are
incorporated by reference therein contain limitations on the rights
of the trustee, should it become one of our creditors, to obtain
payment of claims in certain cases or to realize on certain
property received by it in respect of any such claim as security or
otherwise. The trustee is permitted to engage in other transactions
with us or any of our affiliates; provided, however, that if it
acquires any conflicting interest (as defined under the Trust
Indenture Act), it must eliminate such conflict or
resign.
DESCRIPTION OF CAPITAL
STOCK
The following is a description of our capital stock and certain
provisions of our amended and restated certificate of
incorporation, bylaws and certain provisions of applicable law. The
following is only a summary and is qualified by applicable law and
by the provisions of our amended and restated certificate of
incorporation and bylaws, copies of which are included as exhibits
to the registration statement of which this prospectus forms a
part. We are incorporated in the State of Delaware. The rights of
our stockholders are generally covered by Delaware law and our
amended and restated certificate of incorporation and bylaws. The
terms of our capital stock are therefore subject to Delaware law,
including the Delaware General Corporation Law.
Our authorized capital stock consists of
110,000,000 shares of common stock, $.001 par value per share, and
7,954,286 shares of preferred stock, $0.001 par value per share. As
of June 17, 2020, 85,910,275 shares of our common stock were outstanding. As of
the date of this prospectus, no shares of our preferred stock were
outstanding.
Common Stock
Our
common stock is traded on the NYSE American under the symbol
“WYY.” Holders of our common stock are entitled to one
vote for each share held on all matters submitted to a vote of
stockholders and do not have cumulative voting rights. Holders of
common stock are entitled to receive ratably such dividends, if
any, as may be declared by the board of directors out of funds
legally available therefore, subject to a preferential dividend
right of outstanding preferred stock. Upon the liquidation,
dissolution or our winding up, the holders of common stock are
entitled to receive ratably our net assets available after the
payment of all debts and other liabilities and subject to the prior
rights of any outstanding preferred stock. The rights, preferences
and privileges of holders of common stock are subject to, and may
be adversely affected by the rights of the holders any series of
preferred stock that we may designate and issue in the
future.
Preferred Stock
Under
the terms of our certificate of incorporation, the board of
directors is authorized, subject to any limitations prescribed by
law, without stockholder approval, to issue such shares of
preferred stock in one or more series. Each such series of
preferred stock shall have such rights, preferences, privileges and
restrictions, including voting rights, dividend rights, conversion
rights, redemption privileges and liquidation preferences, as shall
be determined by the board of directors.
The
purpose of authorizing the board of directors to issue preferred
stock and determine its rights and preferences is to eliminate
delays associated with a stockholder vote on specific issuances.
The issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more
difficult for a third part to acquire, or of discouraging a third
party from acquiring, a majority of our outstanding voting stock.
We have no present plans to issue any additional shares of
preferred stock.
The
effects of issuing preferred stock could include one or more of the
following:
●
decreasing the
amount of earnings and assets available for distribution to holders
of common stock;
●
restricting
dividends on the common stock;
●
diluting the voting
power of the common stock;
●
impairing the
liquidation rights of the common stock; or
●
delaying, deferring
or preventing changes in our control or management.
As
of the date of this prospectus, there were no shares of preferred
stock outstanding.
Stock Options and Restricted Stock
As of June 17, 2020, we had outstanding options to
purchase a total of 3,040,000 shares of common stock at a weighted average
exercise price of $.59 per
share. Of this total, options to purchase 2,223,330 were vested and
816,670 remain unvested. As June 17, 2020, we had
outstanding 2,072,986
shares of restricted common stock subject to vesting conditions. As
of June 17, 2020, an additional 1,387,014 shares of common stock were available for future
award grants under our stock incentive
plan.
NYSE American Listing
Our
common stock is listed on the NYSE American under the symbol
“WYY.”
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.
Delaware Law and Certain Charter and Bylaw Provisions
Certain Anti-Takeover Provisions of Delaware Law and our Amended
and Restated Certificate of Incorporation and Bylaws
Staggered board of
directors. Our amended and restated
certificate of incorporation provides that our board of directors
will be classified into three classes of directors of approximately
equal size. As a result, in most circumstances, a person can gain
control of our board only by successfully engaging in a proxy
contest at two or more annual meetings.
Authorized but unissued
shares. Our authorized but unissued Common
Stock and preferred stock are available for future issuances
without stockholder approval and could be utilized for a variety of
corporate purposes, including future offerings to raise additional
capital, acquisitions and employee benefit plans. The existence of
authorized but unissued and unreserved Common Stock and preferred
stock could render more difficult or discourage an attempt to
obtain control of us by means of a proxy contest, tender offer,
merger or otherwise.
Section 203 of the Delaware General
Corporation Law. We are subject to Section
203 of the Delaware General Corporation Law, which prohibits a
Delaware corporation from engaging in any business combination with
any interested stockholder for a period of three years after the
date that such stockholder became an interested stockholder, with
the following exceptions:
●
before such date,
the board of directors of the corporation approved either the
business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;
●
upon completion of
the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time
the transaction began, excluding for purposes of determining the
voting stock outstanding (but not the outstanding voting stock
owned by the interested stockholder) those shares owned (1) by
persons who are directors and also officers and (2) employee stock
plans in which employee participants do not have the right to
determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or
●
on or after such
date, the business combination is approved by the board of
directors and authorized at an annual or special meeting of the
stockholders, and not by written consent, by the affirmative vote
of at least 662∕3% of the outstanding voting stock that is
not owned by the interested stockholder.
In
general, Section 203 defines business combination to include the
following:
●
any merger or
consolidation involving the corporation and the interested
stockholder;
●
any sale, transfer,
pledge or other disposition of 10% or more of the assets of the
corporation involving the interested stockholder;
●
subject to certain
exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the
interested stockholder;
●
any transaction
involving the corporation that has the effect of increasing the
proportionate share of the stock or any class or series of the
corporation beneficially owned by the interested stockholder;
or
●
the receipt by the
interested stockholder of the benefit of any loss, advances,
guarantees, pledges or other financial benefits by or through the
corporation.
Limitation on Liability and Indemnification of Directors and
Officers
Our
amended and restated certificate of incorporation provides that our
directors and officers will be indemnified by us to the fullest
extent authorized by Delaware law as it now exists or may in the
future be amended. In addition, our second amended and restated
certificate of incorporation provides that our directors will not
be personally liable for monetary damages to us for breaches of
their fiduciary duty as directors, unless they violated their duty
of loyalty to us or our stockholders, acted in bad faith, knowingly
or intentionally violated the law, authorized unlawful payments of
dividends, unlawful stock purchases or unlawful redemptions, or
derived an improper personal benefit from their actions as
directors. We have obtained a policy of directors’ and
officers’ liability insurance.
Our
agreements with our executive officers each provide that we shall
indemnify the executive to the fullest extent permitted by the laws
of the State of Delaware against all damages, costs, expenses and
other liabilities reasonably incurred or sustained in connection
with any suit, action or proceeding the executive may be made a
party by reason of being or having been a director or officer of
the Company or any of its subsidiaries, or having served in any
other capacity or taken any other action purportedly on behalf of
or at the request of the Company or any of its
subsidiaries.
These
provisions may discourage stockholders from bringing a lawsuit
against our directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of
derivative litigation against directors and officers, even though
such an action, if successful, might otherwise benefit us and our
stockholders. Furthermore, a stockholder’s investment may be
adversely affected to the extent we pay the costs of settlement and
damage awards against directors and officers pursuant to these
indemnification provisions. We believe that these provisions, the
insurance and the indemnity agreements are necessary to attract and
retain talented and experienced directors and
officers.
Insofar
as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore,
unenforceable.
We may
issue warrants in the future for the purchase of debt securities,
common stock, preferred stock, units or other securities. Warrants
may be issued independently or together with debt securities,
common stock, preferred stock or units offered by any prospectus
supplement and/or other offering material and may be attached to or
separate from any such offered securities. Each series of warrants
will be issued under a separate warrant agreement to be entered
into between us and a bank or trust company, as warrant agent,
provided that we may also act as warrant agent and enter into
warrant agreements directly with the purchasers of securities
offered pursuant to this prospectus. In each case, the terms of the
warrants will be set forth in the prospectus supplement and/or
other offering material relating to the particular issue of
warrants. The warrant agent, if any, will act solely as our agent
in connection with the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders of
warrants or beneficial owners of warrants.
The
following summary of certain provisions of the warrants we may
issue in the future does not purport to be complete and is subject
to, and is qualified in its entirety by reference to, all
provisions of the warrant agreements.
Reference is made
to the prospectus supplement and/or other offering material
relating to the particular issue of warrants offered pursuant to
such prospectus supplement and/or other offering material for the
terms of and information relating to such warrants, including,
where applicable:
●
the designation,
aggregate principal amount, currencies, denominations and terms of
the series of debt securities purchasable upon exercise of warrants
to purchase debt securities and the price at which such debt
securities may be purchased upon such exercise;
●
the number of
shares of common stock or preferred stock purchasable upon the
exercise of warrants and the price at which such number of shares
of common stock or preferred stock may be purchased upon such
exercise;
●
the designation and
number of units of other securities purchasable upon the exercise
of warrants to purchase other securities and the price at which
such number of units of such other securities may be purchased upon
such exercise;
●
the date on which
the right to exercise such warrants shall commence and the date on
which such right shall expire;
●
U.S. federal income
tax consequences applicable to such warrants;
●
the amount of
warrants outstanding as of the most recent practicable date;
and
●
any other terms of
such warrants.
Warrants will be
issued in registered form only. The exercise price for warrants
will be subject to adjustment in accordance with the applicable
prospectus supplement and/or other offering material.
Each
warrant will entitle the holder thereof to purchase such principal
amount of debt securities or such number of shares of common stock,
preferred stock, units or other securities at such exercise price
as shall in each case be set forth in, or calculable from, the
prospectus supplement and/or other offering material relating to
the warrants, which exercise price may be subject to adjustment
upon the occurrence of certain events as set forth in such
prospectus supplement and/or other offering material. After the
close of business on the expiration date, or such later date to
which such expiration date may be extended by us, unexercised
warrants will become void. The place or places where, and the
manner in which, warrants may be exercised shall be specified in
the prospectus supplement and/or other offering material relating
to such warrants.
Prior
to the exercise of any warrants to purchase debt securities, common
stock, preferred stock, units or other securities, holders of such
warrants will not have any of the rights of holders of the
underlying securities, as the case may be, purchasable upon such
exercise, including the right to receive payments of principal of,
premium, if any, or interest, if any, on the debt securities
purchasable upon such exercise or to enforce covenants in the
applicable indenture, or to receive payments of dividends, if any,
on the common stock purchasable upon such exercise, or to exercise
any applicable right to vote.
DESCRIPTION OF SUBSCRIPTION
RIGHTS
We may
issue subscription rights to purchase debt securities, common
stock, preferred stock, warrants, units other securities described
in this prospectus or any combination thereof. These subscription
rights may be issued independently or together with any other
security offered by us and may or may not be transferable by the
stockholder receiving the subscription rights in such offering. In
connection with any offering of subscription rights, we may enter
into a standby arrangement with one or more underwriters or other
investors pursuant to which the underwriters or other investors may
be required to purchase any securities remaining unsubscribed for
after such offering.
To the
extent appropriate, the applicable prospectus supplement will
describe the specific terms of the subscription rights to purchase
shares of our securities offered thereby, including the
following:
●
the date of
determining the stockholders entitled to the rights
distribution;
●
the price, if any,
for the subscription rights;
●
the exercise price
payable for the debt securities, common stock, preferred stock,
warrants, units or other securities upon the exercise of the
subscription right;
●
the number of
subscription rights issued to each stockholder;
●
the amount of debt
securities, common stock, preferred stock, warrants, units or other
securities that may be purchased per each subscription
right;
●
any provisions for
adjustment of the amount of securities receivable upon exercise of
the subscription rights or of the exercise price of the
subscription rights;
●
the extent to which
the subscription rights are transferable;
●
the date on which
the right to exercise the subscription rights shall commence, and
the date on which the subscription rights shall
expire;
●
the extent to which
the subscription rights may include an over-subscription privilege
with respect to unsubscribed securities;
●
the material terms
of any standby underwriting or purchase arrangement entered into by
us in connection with the offering of subscription
rights;
●
any applicable
federal income tax considerations; and
●
any other terms of
the subscription rights, including the terms, procedures and
limitations relating to the transferability, exchange and exercise
of the subscription rights.
DESCRIPTION OF SECURITIES PURCHASE
CONTRACTS
We may
issue securities purchase contracts, which consist of contracts
obligating holders to purchase from us, and obligating us to sell
to the holders, a specified number of shares of common stock,
preferred stock, warrants, units, debt securities or other
securities at a future date or dates, which we refer to in this
prospectus as “securities purchase contracts.” The
terms and conditions for any purchase and sale rights or
obligations, as well as the price per share of the underlying
securities (if applicable) and the number or value of the
underlying securities, may be fixed at the time the securities
purchase contracts are issued or may be determined by reference to
a specific formula set forth in the securities purchase
contracts.
The
securities purchase contracts may be issued separately or as part
of units, other securities or debt obligations of third parties,
including U.S. treasury securities, securing the holders’
obligations to purchase the securities under the securities
purchase contracts. The securities purchase contracts may require
holders to secure their obligations under the securities purchase
contracts in a specified manner. The securities purchase contracts
also may require us to make periodic payments to the holders
thereof or vice versa, and those payments may be unsecured or
refunded on some basis.
The
securities purchase contracts, and, if applicable, collateral or
depositary arrangements, relating to the securities purchase
contracts, will be filed with the SEC in connection with the
offering of securities purchase contracts. The prospectus
supplement and/or other offering material relating to a particular
issue of securities purchase contracts will describe the terms of
those securities purchase contracts, including the
following:
●
if applicable, a
discussion of material U.S. federal income tax considerations;
and
●
any other
information we think is important about the securities purchase
contracts.
As
specified in the applicable prospectus supplement, we may issue
units consisting of one or more shares of common stock, shares of
preferred stock, debt securities, warrants, subscription rights and
securities purchase contracts, or any combination of the
foregoing.
The
applicable prospectus supplement will specify the following terms
of the units:
●
the terms of the
underlying securities comprising the units, including whether and
under what circumstances the underlying securities may be traded
separate of the units;
●
a description of
the terms of any unit agreement governing the units (if
any);
●
if appropriate, a
discussion of material U.S. federal income tax considerations;
and
●
a description of
the provisions for the payment, settlement, transfer or exchange of
the units.
We may
sell securities in any one or more of the following ways from time
to time: (i) through agents; (ii) to or through underwriters; (iii)
through brokers or dealers; (iv) directly to purchasers, including
through a specific bidding, auction or other process; (v) upon
the exercise of subscription rights that may be distributed to our
stockholders; or (vi) through a combination of any of these methods
of sale. The applicable prospectus supplement and/or other offering
material will contain the terms of the transaction, name or names
of any underwriters, dealers, agents and the respective amounts of
securities underwritten or purchased by them, the initial public
offering price of the securities, and the applicable agent’s
commission, dealer’s purchase price or underwriter’s
discount. Any dealers and agents participating in the distribution
of the securities may be deemed to be underwriters, and
compensation received by them on resale of the securities may be
deemed to be underwriting discounts.
Any
initial offering price, dealer purchase price, discount or
commission may be changed from time to time.
The
securities may be distributed from time to time in one or more
transactions, at negotiated prices, at a fixed price or fixed
prices (that may be subject to change), at market prices prevailing
at the time of sale, at various prices determined at the time of
sale or at prices related to prevailing market prices.
Offers
to purchase securities may be solicited directly by us or by agents
designated by us from time to time. Any such agent may be deemed to
be an underwriter, as that term is defined in the Securities Act,
of the securities so offered and sold.
If
underwriters are utilized in the sale of any securities in respect
of which this prospectus is being delivered, such securities will
be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at fixed public offering prices or at
varying prices determined by the underwriters at the time of sale.
Securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one
or more underwriters. If any underwriter or underwriters are
utilized in the sale of securities, unless otherwise indicated in
the applicable prospectus supplement and/or other offering
material, the obligations of the underwriters are subject to
certain conditions precedent, and that the underwriters will be
obligated to purchase all such securities if any are
purchased.
If a
dealer is utilized in the sale of the securities in respect of
which this prospectus is delivered, we will sell such securities to
the dealer, as principal. The dealer may then resell such
securities to the public at varying prices to be determined by such
dealer at the time of resale. Transactions through brokers or
dealers may include block trades in which brokers or dealers will
attempt to sell shares as agent but may position and resell as
principal to facilitate the transaction or in crosses, in which the
same broker or dealer acts as agent on both sides of the trade. Any
such dealer may be deemed to be an underwriter, as such term is
defined in the Securities Act, of the securities so offered and
sold.
Offers
to purchase securities may be solicited directly by us and the sale
thereof may be made directly to institutional investors or others,
who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof.
If so
indicated in the applicable prospectus supplement and/or other
offering material, we may authorize agents and underwriters to
solicit offers by certain institutions to purchase securities at
the public offering price set forth in the applicable prospectus
supplement and/or other offering material pursuant to delayed
delivery contracts providing for payment and delivery on the date
or dates stated in the applicable prospectus supplement and/or
other offering material. Such delayed delivery contracts will be
subject only to those conditions set forth in the applicable
prospectus supplement and/or other offering material.
Agents,
underwriters and dealers may be entitled under relevant agreements
to indemnification against certain liabilities, including
liabilities under the Securities Act, or to contribution with
respect to payments which such agents, underwriters and dealers may
be required to make in respect thereof. The terms and conditions of
any indemnification or contribution will be described in the
applicable prospectus supplement and/or other offering
material.
We may
also sell shares of our common stock through various arrangements
involving mandatorily or optionally exchangeable securities, and
this prospectus may be delivered in connection with those
sales.
We may
engage in at-the-market offerings into an existing trading market
in accordance with Rule 415(a)(4) under the Securities Act. To the
extent that we make sales through one or more underwriters or
agents in at-the-market offerings, we will do so pursuant to the
terms of a sales agency financing agreement or other at-the-market
offering arrangement between us and the underwriters or agents. If
we engage in at-the-market sales pursuant to any such agreement or
arrangement, we will issue and sell our securities through one or
more underwriters or agents, which may act on an agency basis or a
principal basis. During the term of any such agreement or
arrangement, we may sell securities on a daily basis in exchange
transactions or otherwise as we agreement with the underwriters or
agents. Any such agreement or arrangement will provide that any
securities sold will be sold at prices related to the
then-prevailing market prices for our securities. Therefore, exact
figures regarding proceeds that will be raised or commissions to be
paid cannot be determined at this time. Pursuant to the terms of
the agreement or arrangement, we may agree to sell, and the
relevant underwriters or agents may agree to solicit offers to
purchase blocks of our common stock. The terms of any such
agreement or arrangement will be set forth in more detail in the
applicable prospectus supplement.
We may
enter into derivative, sale or forward sale transactions with third
parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. If the applicable
prospectus supplement and/or other offering material indicates, in
connection with those transactions, the third parties may sell
securities covered by this prospectus and the applicable prospectus
supplement and/or other offering material, including in short sale
transactions and by issuing securities not covered by this
prospectus but convertible into, or exchangeable for or
representing beneficial interests in such securities covered by
this prospectus, or the return of which is derived in whole or in
part from the value of such securities. The third parties may use
securities received under derivative, sale or forward sale
transactions, or securities pledged by us or borrowed from us or
others to settle those sales or to close out any related open
borrowings of stock, and may use securities received from us in
settlement of those transactions to close out any related open
borrowings of stock. The third party in such sale transactions will
be an underwriter and will be identified in the applicable
prospectus supplement (or a post-effective amendment) and/or other
offering material.
Underwriters,
broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from us. Underwriters,
broker-dealers or agents may also receive compensation from the
purchasers of shares for whom they act as agents or to whom they
sell as principals, or both. Compensation as to a particular
underwriter, broker-dealer or agent might be in excess of customary
commissions and will be in amounts to be negotiated in connection
with transactions involving shares. In effecting sales,
broker-dealers may arrange for other broker-dealers to participate
in the resales.
Each
series of securities will be a new issue and, other than the common
stock, which is listed on the NYSE American, will have no
established trading market. We may elect to list any series of
securities on an exchange, and in the case of the common stock, on
any additional exchange, but, unless otherwise specified in the
applicable prospectus supplement and/or other offering material, we
shall not be obligated to do so. No assurance can be given as to
the liquidity of the trading market for any of the
securities.
Agents,
underwriters and dealers may engage in transactions with, or
perform services for us and our respective subsidiaries in the
ordinary course of business.
Any
underwriter may engage in overallotment, stabilizing transactions,
short covering transactions and penalty bids in accordance with
Regulation M under the Exchange Act. Overallotment involves sales
in excess of the offering size, which create a short position.
Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified
maximum. Short covering transactions involve purchases of the
securities in the open market after the distribution is completed
to cover short positions. Penalty bids permit the underwriters to
reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a covering
transaction to cover short positions. Those activities may cause
the price of the securities to be higher than it would otherwise
be. If commenced, the underwriters may discontinue any of the
activities at any time. An underwriter may carry out these
transactions on the NYSE American, in the over-the-counter market
or otherwise.
The
place and time of delivery for securities will be set forth in the
accompanying prospectus supplement and/or other offering material
for such securities.
WHERE YOU CAN FIND MORE
INFORMATION
We file
annual, quarterly and current reports, proxy statements and other
information with the SEC. The SEC maintains an internet site
that contains reports, proxy and information statements and other
information regarding issuers, including WidePoint’s, that
file electronically with the SEC. The public can obtain any
document that WidePoint’s files electronically with the SEC
at www.sec.gov.
We are
“incorporating by reference” specified documents that
we file with the SEC, which means:
●
incorporated
documents are considered part of this prospectus;
●
we are disclosing
important information to you by referring you to those documents;
and
●
information we file
with the SEC will automatically update and supersede information
contained in this prospectus.
We
incorporate by reference the documents listed below and any future
filings we make with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act (i) after the date of the
registration statement on Form S-3 filed under the Securities Act
with respect to securities offered by this prospectus and prior to
the effectiveness of such registration statement and (ii) after the
date of this prospectus and before the end of the offering of the
securities pursuant to this prospectus:
●
our Annual Report
on Form 10-K for the year ended December 31,
2019;
●
our Quarterly
Report on Form 10-Q for the quarter ended March 31,
2020;
●
our Definitive
Proxy Statement on Schedule 14A filed April 24, 2020;
●
our Current Reports
on Form 8-K filed April 30, 2020 and May 4, 2020; and
●
The description of
our common stock contained in or incorporated into our Registration
Statement on Form 8-A, filed September 19, 2006, and any amendment
or report updating that description.
Information in this
prospectus supersedes related information in the documents listed
above, and information in subsequently filed documents supersedes
related information in both this prospectus and the incorporated
documents.
We will
provide, without charge to you, upon written or oral request, a
copy of any or all of the documents incorporated by reference in
this prospectus, other than exhibits to those documents, unless the
exhibits are specifically incorporated by reference in those
documents. Requests should be directed to our principal
executive offices at:
WidePoint Corporation
11250 Waples Mill Road, South Tower, Suite 210
Fairfax, Virginia 22030
c/o Corporate Secretary.
(703) 349-2577
You can
also find these filings on our website at www.widepoint.com. We are not incorporating
the information on our website other than these filings into this
prospectus.
The
validity of the securities offered by this prospectus will be
passed upon for us by Foley & Lardner LLP. The validity of the
securities offered by this prospectus will be passed upon for any
underwriters or agents by counsel named in the applicable
prospectus supplement. The opinions of Foley & Lardner LLP and
counsel for any underwriters or agents may be conditioned upon and
may be subject to assumptions regarding future action required to
be taken by us and any underwriters, dealers or agents in
connection with the issuance of any securities. The opinions of
Foley & Lardner LLP and counsel for any underwriters or agents
may be subject to other conditions and assumptions, as indicated in
the prospectus supplement.
Our
consolidated financial statements appearing in our Annual Report on
Form 10-K for the year ended December 31, 2019, have been audited by
Moss Adams LLP, an independent registered public accounting firm,
as stated in their report, which is incorporated herein by
reference. Such consolidated financial statements have been so
incorporated in reliance upon the report of such firm (which report
expresses an unqualified opinion and includes an explanatory
paragraph regarding the adoption of new accounting standards) given
upon their authority as experts in accounting and
auditing.
PROSPECTUS SUPPLEMENT
Up to $24,000,000 of Shares of Common Stock
|
B.
Riley FBR
|
Spartan
Capital Securities, LLC
|
The
Benchmark Company
|
August 18, 2020
Grafico Azioni WidePoint (AMEX:WYY)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni WidePoint (AMEX:WYY)
Storico
Da Gen 2024 a Gen 2025
