Filed Pursuant to Rule 424(b)(5)
Registration No. 333-274925
PROSPECTUS
$100,000,000
FORZA X1, INC.
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
We may, from time to time, offer and sell up to $100,000,000
of any combination of our common stock, preferred stock, debt securities, warrants or units described in this prospectus, either individually
or in combination with other securities, at prices and on terms described in one or more supplements to this prospectus. We may also offer
common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock,
preferred stock or debt securities upon the exercise of warrants.
This prospectus provides you with a general description
of the securities that we may offer. Each time we offer and sell securities, we will provide a supplement
to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. We
may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement
and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully
read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated
by reference, before buying any of the securities being offered.
Securities may be sold by us to or through underwriters
or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale,
you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement.
If any underwriters, dealers or agents are involved in the sale of any of the securities, their
names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable
from the information set forth, in the applicable prospectus supplement. The price to the public of such securities and the net
proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. No
securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of
the offering of such securities.
Our common stock is listed on the Nasdaq Capital Market under the symbol “FRZA.” On December 20, 2023,
the last reported sale price of our common stock on the Nasdaq Capital Market was $0.5936 per share. The applicable prospectus
supplement will contain information, where applicable, as to any other listing, if any, on any securities market or other exchange
of the specific security covered by such prospectus supplement.
As of November 1, 2023, the aggregate market value of our outstanding common stock held by non-affiliates was
approximately $8,118,882, which is calculated based on 8,674,663 shares of our outstanding common stock held by non-affiliates
and a price of $0.9440 per share, the closing price of our common stock on September 5, 2023, which is the highest closing sale
price of our common stock on the Nasdaq Capital Market within the prior 60 days of November 1, 2023. During the prior twelve calendar
month period that ends on and includes November 1, 2023, we have not offered or sold any shares of our common stock pursuant to
General Instruction I.B.6 to Form S-3.
Investing in our securities involves a high degree
of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page
7 of this prospectus and contained in the applicable prospectus supplement and in any free writing prospectuses we have authorized
for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into
this prospectus.
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 December 20,
2023.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration
process. Under this shelf registration statement, we may sell from time to time in one or more offerings up to a total dollar amount of
$100,000,000 of shares of common stock, preferred stock, various series of debt securities and/or warrants to purchase any of such securities,
either individually or as units in combination with other securities as described in this prospectus. Each time we sell any type or series
of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms
of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information
relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to
you may also add, update or change any of the information contained in this prospectus or in the documents we have incorporated by reference
into this prospectus. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in
this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement.
You should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus, together
with the additional information described under “Where You Can Find More Information,” before buying any of the securities
being offered.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A
SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT
Neither we, nor any agent, underwriter or dealer has
authorized any person to give any information or to make any representation other than those contained or incorporated by reference in
this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which
we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any
applicable supplement to this prospectus or any related free writing prospectus does not constitute an offer to sell or the solicitation
of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus, any applicable
supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy
securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should not assume that the information contained
in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to
the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent
to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related
free writing prospectus is delivered, or securities are sold, on a later date.
This prospectus contains summaries of certain provisions
contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the
summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed,
will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
Except as otherwise indicated herein or as the context
otherwise requires, references in this prospectus to “Forza,” “Forza X1,” “the Company,” “we,”
“us,” “our” and similar references refer to Forza X1, Inc., an entity incorporated under the laws of the State
of Delaware, and where appropriate our consolidated subsidiaries.
This prospectus and the information incorporated herein
by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade
names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus
are the property of their respective owners.
PROSPECTUS SUMMARY
The following summary highlights information contained
elsewhere in this prospectus or incorporated by reference herein and does not contain all the information that may be important to purchasers
of our securities. Prospective purchasers of our securities should carefully read the entire prospectus, the applicable prospectus supplement
and any related free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors”
contained in this prospectus, the applicable prospectus supplement and any related free writing prospectus, and under similar headings
in the other documents that are incorporated by reference into this prospectus. Prospective purchasers of our securities should also carefully
read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration
statement of which this prospectus is a part.
Overview
Forza X1 Business
We aim to be among the first to develop and manufacture
electric boats targeting the US recreational market. Our mission is to inspire the adoption of sustainable recreational boating by producing
stylish electric sport boats. We are focused on the creation and implementation of marine electric vehicle (“EV”) technology
to control and power our electric boats utilizing our proprietary outboard electric motor. Our electric boats are being designed as fully
integrated electric boats including the hull, outboard motor, and control system.
We believe that the boating industry will follow in
the footsteps of the electrification of the automotive industry by adopting electric boats that meet or exceed the traditional boating
consumer’s expectations of price, value and run times. In other words, electric boats must offer a similar experience when compared
to traditional gas-powered boats in terms of size, capability, and price point.
To date, Forza X1 has built-out and tested multiple
Forza units, including: three offshore-style catamarans, two bay boat-style catamarans, one deck boat and three 22-foot center console
monohulls. In addition, we have also electrified a pontoon boat for a major national pontoon manufacturer. We are in the process of an
additional pontoon electrification project and are building an additional five monohulls. Each build cycle includes improvements and involves
extensive duration and performance testing. The engine design and lower units and the control systems are continuously improved with each
iteration. Cooling system improvements have also been prioritized and have yielded a myriad of benefits to runtime, speed, and range.
We continue to modify the engine design, including value engineering of parts and lightweighting of engine components. We are experimenting
with our first 300 HP stacked motor design.
In addition to the conventional dealer sales avenue,
Forza will also pursue, as a parallel sales channel, a direct-to-consumer option for those more comfortable with the convenience of order
from home opportunities that are now readily accepted in the EV space. We are building a dedicated web and app-based platform for sales,
deliveries, and service operations for ease of use, flexibility, and changing consumer preferences. We intend to employ an integrated,
digital-first strategy that is convenient and transparent for our customers and efficient and scalable to support our growth. We believe
our approach will enable us to provide the best of both worlds to prospective customers and support our mission to electrify recreational
boating for mass consumption.
Recent Developments
On June 12, 2023, we issued and sold in a firm commitment
underwritten public offering (the “Offering”) pursuant to the term of an underwriting agreement that we entered into with
ThinkEquity LLC on June 10, 2023 (the “Underwriting Agreement”), an aggregate of 5,334,000 shares of our common stock at a
public offering price of $1.50 per share, for gross proceeds of $8,001,000, before deducting underwriting discounts, commissions and offering
expenses.
General Corporate Information
Our principal executive office is located at 3101
S. US-1, Ft. Pierce, Florida 34982 and our telephone number is (772) 202-8039. We maintain our corporate website at www.forzax1.com.
The reference to our website is an inactive textual reference only, the information contained in, and that can be accessed through our
website, is not incorporated into and is not a part of this prospectus.
Forza X1, Inc. was initially incorporated as Electra
Power Sports, Inc. on October 15, 2021, but we subsequently changed our name to Forza X1, Inc. on October 29, 2021. Our majority shareholder
was incorporated in the State of Florida as Twin Vee Catamarans, Inc. on December 1, 2009, and reincorporated in Delaware on April 7,
2021, as Twin Vee PowerCats Co.
On July 22, 2022, our Board and our sole stockholders
approved a forward split that was effected on July 22, 2022 at a ratio of 1.076923077:1, such that after the forward split our outstanding
shares of common stock.
Implications of Being an Emerging Growth Company
and a Smaller Reporting Company
We qualify as an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). As an “emerging growth company,”
we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies.
These provisions include, but are not limited to:
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requiring only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Securities Act of 1933, as amended (the “Securities Act”), filings; |
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reduced disclosure about our executive compensation arrangements; |
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no non-binding advisory votes on executive compensation or golden parachute arrangements; and |
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exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002 (“SOX”). |
We may take advantage of these exemptions for up to
five years or such earlier time that we are no longer an “emerging growth company.” We will continue to remain an “emerging
growth company” until the earliest of the following: (i) the last day of the fiscal year following the fifth anniversary of the
date of the completion of our initial public offering; (ii) the last day of the fiscal year in which our total annual gross revenue is
equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous
three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
We are also a “smaller reporting company”
as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of
certain of the scaled disclosures available to smaller reporting companies. To the extent that we continue to qualify as a “smaller
reporting company” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth
company, certain of the exemptions available to us as an “emerging growth company” may continue to be available to us as a
“smaller reporting company,” including exemption from compliance with the auditor attestation requirements pursuant to SOX
and reduced disclosure about our executive compensation arrangements. We will continue to be a “smaller reporting company”
until we have $250 million or more in public float (based on our common stock) measured as of the last business day of our most recently
completed second fiscal quarter or, in the event we have no public float (based on our common stock) or a public float (based on our common
stock) that is less than $700 million and annual revenues of $100 million or more during the most recently completed fiscal year.
We may choose to take advantage of some, but not all,
of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained
herein may be different from the information you receive from other public companies in which you hold stock. In addition, the JOBS Act
provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting
standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to avail ourselves
of the extended transition period for complying with new or revised financial accounting standards. As a result of the accounting standards
election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that
are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.
Risks Associated with our Business
Our business is subject to numerous risks, as described
under the heading “Risk Factors” contained in the applicable prospectus supplement and in any free writing prospectuses we
have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference
into this prospectus.
The Securities We May Offer
We may offer shares of our common stock, preferred
stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or as units in combination
with other securities, with a total value of up to $100,000,000 from time to time under this prospectus at prices and on terms to be determined
at the time of any offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer
a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts,
prices and other important terms of the securities, including, to the extent applicable:
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designation or classification; |
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aggregate principal amount or aggregate offering price; |
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maturity; |
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original issue discount; |
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rates and times of payment of interest or dividends; |
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redemption, conversion, exercise, exchange or sinking fund terms; |
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ranking; |
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restrictive covenants; |
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voting or other rights; |
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conversion or exchange prices or rates and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; and |
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a discussion of material United States federal income tax considerations, if any. |
The prospectus supplement and any related free writing
prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents
we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered
and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.
We may sell the securities directly to investors or
to or through agents, underwriters or dealers. We, and our agents, underwriters or dealers reserve the right to accept or reject all or
part of any proposed purchase of securities. If we do offer securities to or through agents, underwriters or dealers, we will include
in the applicable prospectus supplement:
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the names of those agents, underwriters or dealers; |
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applicable fees, discounts and commissions to be paid to them; |
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details regarding over-allotment options, if any; and |
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the net proceeds to us. |
The following is a summary of the securities we may offer with this prospectus.
Common Stock
We may issue shares of our common stock from time
to time. Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders,
including the election of directors. Under our amended and restated certificate of incorporation (the “Certificate of Incorporation”)
and amended and restated bylaws (the “Bylaws”), our stockholders do not have cumulative voting rights. Subject to preferences
that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends,
if any, as may be declared from time to time by the board of directors out of legally available funds. In the event of our liquidation,
dissolution or winding up, holders of common stock are entitled to share ratably in the net assets legally available for distribution
to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted
to the holders of any then-outstanding shares of preferred stock. Holders of shares of our common stock do not have preemptive, subscription,
redemption, or conversion rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences
and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of
any series of preferred stock that we may designate in the future.
Preferred Stock
We may issue shares of our preferred stock from time
to time, in one or more series. Our board of directors will determine the designations, voting powers, preferences and rights of the preferred
stock, as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, preemptive rights,
terms of redemption or repurchase, liquidation preferences, sinking fund terms and the number of shares constituting any series or the
designation of any series. Convertible preferred stock will be convertible into our common stock or exchangeable for other securities.
Conversion may be mandatory or at the holder’s option and would be at prescribed conversion rates. If we sell any series of preferred
stock under this prospectus, we will fix the designations, voting powers, preferences and rights of such series of preferred stock, as
well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating to that series. We will file
as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we
file with the Securities and Exchange Commission, or SEC, the form of any certificate of designation that describes the terms of the series
of preferred stock that we are offering before the issuance of the related series of preferred stock.
We urge you to read the applicable prospectus supplement
(and any free writing prospectus that we may authorize to be provided to you) related to the series of preferred stock being offered,
as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.
Debt Securities
We may issue debt securities from time to time, in
one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will
rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right
of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior indebtedness. Convertible
debt securities will be convertible into or exchangeable for our common stock or other securities. Conversion may be mandatory or at your
option and would be at prescribed conversion rates.
Any debt securities issued under this prospectus will
be issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible
party, as trustee. In this prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read
the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series
of debt securities being offered, as well as the complete indentures that contain the terms of the debt securities. A form of indenture
has been filed as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of
debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which
this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
Warrants
We may issue warrants for the purchase of common stock,
preferred stock and/or debt securities in one or more series. We may issue warrants independently or as units in combination with common
stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from these securities. In this prospectus,
we have summarized certain general features of the warrants.
We urge you, however, to read the applicable prospectus
supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of warrants being offered,
as well as any warrant agreements and warrant certificates that contain the terms of the warrants. We will file as exhibits to the registration
statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant
and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are
offering, and any supplemental agreements, before the issuance of such warrants.
Any warrants issued under this prospectus may be evidenced
by warrant certificates. Warrants also may be issued under an applicable warrant agreement that we enter into with a warrant agent. We
will indicate the name and address of the warrant agent, if applicable, in the prospectus supplement relating to the particular series
of warrants being offered.
Units
We may issue units consisting of any combination of
the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates
that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or
trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating
to a particular series of units.
In this prospectus, we have summarized certain general
features of the units under “Description of Units.” We urge you, however, to read the applicable prospectus supplement (and
any related free writing prospectus that we may authorize to be provided to you) related to the series of units being offered, as well
as the complete unit agreement that contains the terms of the units. We will file as exhibits to the registration statement of which this
prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the specific unit agreement that contains
the terms of the particular series of units we are offering, before the issuance of such units.
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described under
the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and
discussed under the section entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K, as may be updated
by subsequent annual, quarterly and other reports that are incorporated by reference into this prospectus in their entirety. The risks
described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable
economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial
performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends
in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could
be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment.
Please also read carefully the section below entitled “Forward-Looking Statements.”
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate
by reference herein, contains, and any applicable prospectus supplement or free writing prospectus including the documents we incorporate
by reference therein may contain, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act, including statements regarding our future financial condition, business strategy and plans and objectives of management
for future operations. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify
forward-looking statements by terminology such as “believe,” “will,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “might,”
“approximately,” “expect,” “predict,” “could,” “potentially” or the negative
of these terms or other similar expressions. Forward-looking statements include statements regarding our intentions, beliefs, projections,
outlook, analyses or current expectations.
Discussions containing these forward-looking statements
may be found, among other places, in the sections entitled “Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” contained in the documents incorporated by reference herein,
including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments thereto.
These statements relate to future events or our future
financial performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels
of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. We discuss
in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks and uncertainties under the
heading “Risk Factors” contained in the applicable prospectus supplement, in any free writing prospectus we may authorize
for use in connection with a specific offering, and in the documents incorporated by reference herein. These statements reflect our current
views with respect to future events and are based on assumptions and subject to risks and uncertainties. We undertake no obligation to
revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks
and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements
are qualified in their entirety by this cautionary statement.
USE OF PROCEEDS
We will retain broad discretion over the use of the
net proceeds from the sale of the securities offered hereby. Except as described in any prospectus supplement or in any related free writing
prospectus that we may authorize to be provided to you, we currently intend to use the net proceeds from the sale of the securities offered
by us hereunder primarily for working capital and general corporate purposes. We will set forth in the applicable prospectus supplement
or free writing prospectus our intended use for the net proceeds received from the sale of any securities sold pursuant to the prospectus
supplement or free writing prospectus.
DESCRIPTION OF CAPITAL STOCK
General
The following is a description of the material terms
of our capital stock. This is a summary only and does not purport to be complete. It is subject to and qualified in its entirety by reference
to our Certificate of Incorporation and our Bylaws, each of which are incorporated by reference as an exhibit to the registration statement
of which this prospectus forms a part. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions
of the Delaware General Corporation Law (the “DGCL”), for additional information.
Our authorized capital stock consists of:
● 100,000,000
shares of common stock, par value $0.001 per share; and
● 10,000,000
shares of preferred stock, par value $0.001 per share.
We currently have 15,784,000 shares of common stock
outstanding.
Common Stock
Holders of shares of our common stock are entitled
to one vote for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise provided in our Certificate
of Incorporation, Bylaws, or as required by law, all matters to be voted on by our stockholders other than matters relating to the election
and removal of directors must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote
on the subject matter. The holders of our common stock do not have cumulative voting rights in the election of directors.
Holders of shares of our common stock are entitled
to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory
or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any
outstanding preferred stock.
Upon our dissolution or liquidation, after payment
in full of all amounts required to be paid to creditors and subject to any rights of preferred stockholders, the holders of shares of
our common stock will be entitled to receive pro rata our remaining assets available for distribution.
Holders of shares of our common stock do not have
preemptive, subscription, redemption, or conversion rights. There are no redemption or sinking fund provisions applicable to the common
stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights
of the holders of shares of any series of preferred stock that we may designate and issue in the future.
Preferred Stock
The following summary of terms of our preferred stock
is not complete. We will file as an exhibit to the registration statement of which this prospectus is a part or will incorporate by reference
from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred
stock that we are offering before the issuance of the related series of preferred stock. We urge you to read the applicable prospectus
supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of preferred stock being
offered, as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.
Our board of directors may, without further action
by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of 10,000,000 shares of preferred
stock in one or more series and authorize their issuance. There are no shares of preferred stock designated or outstanding. These rights,
preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences,
sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater
than the rights of our common stock.
Our board of directors will fix the designations,
voting powers, preferences and rights of the preferred stock of each series we issue under this prospectus, as well as the qualifications,
limitations or restrictions thereof, in the certificate of designation relating to that series. We will describe in the applicable prospectus
supplement the terms of the series of preferred stock being offered, including, to the extent applicable:
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the title and stated value; |
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the number of shares we are offering; |
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the liquidation preference per share; |
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the purchase price; |
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the dividend rate, period and payment date and method of calculation for dividends; |
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; |
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the procedures for any auction and remarketing; |
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the provisions for a sinking fund; |
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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; |
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any listing of the preferred stock on any securities exchange or market; |
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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period; |
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period; |
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voting rights of the preferred stock; |
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preemptive rights; |
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restrictions on transfer, sale or other assignment; |
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whether interests in the preferred stock will be represented by depositary shares; |
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a discussion of material United States federal income tax considerations applicable to the preferred stock; |
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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; |
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any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and |
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. |
Forum Selection
Our Certificate of Incorporation provides that unless
we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent
permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any
action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;
(iii) any action asserting a claim against us, any director or officer or other employee arising pursuant to any provision of the DGCL,
our Certificate of Incorporation or our Bylaws; or (iv) any action asserting a claim against us, any director or officer or other employee
that is governed by the internal affairs doctrine.. The Certificate of Incorporation further provides that the choice of the Court of
Chancery as the sole and exclusive forum for any derivative action or proceeding brought on behalf of the Corporation does not apply to
suits to enforce a duty or liability created by the Securities Act or the Exchange Act.
Anti-Takeover Provisions
Delaware Law
We are subject
to Section 203 of the DGCL. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging
in a “business combination” with any “interested stockholder” for three years following the date that the
person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors
or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things,
a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general,
an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any
entity or person affiliated with or controlling or controlled by such entity or person. Our Certificate of Incorporation and
Bylaws
Our Certificate of Incorporation and Bylaws contain
provisions that may delay, defer, or discourage another party from acquiring control of us. We expect that these provisions, which are
summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage
persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement
of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage
acquisitions that some stockholders may favor.
Preferred Stock. Our certificate of incorporation provides that
our board of directors is authorized to approve the issuance of preferred stock without stockholder
approval and to determine the number of shares, the designations and the relative preferences, rights, restrictions and qualifications
of any series of preferred stock. As a result, our board of directors could, without stockholder approval, authorize the issuance of preferred
stock with voting, dividend, redemption, liquidation, sinking fund, conversion and other rights that could proportionately reduce, minimize
or otherwise adversely affect the voting power and other rights of holders of the Company’s capital stock or that could have the
effect of delaying, deferring or preventing a change in control.
Classified Board of Directors. Our Certificate
of Incorporation divides our board of directors into staggered three-year terms. In addition, our Certificate of Incorporation provides
that directors may be removed (1) with cause by the affirmative vote of the holders of at least Sixty Percent (60%)
of the voting power of all the then-outstanding shares of our capital stock, entitled to vote at an election of directors; or (2) without
cause by the affirmative vote of the holders of at least Sixty Percent (60%) of the
voting power of all the then-outstanding shares of our capital stock entitled to vote generally at an election of directors.. Under our
Certificate of Incorporation and our Bylaws, any vacancy on our board of directors, including a vacancy resulting from an enlargement
of our board of directors, may be filled only by the affirmative vote of a majority of our directors then in office, even though less
than a quorum of the board of directors. The classification of our board of directors and the limitations on the ability of our stockholders
to remove directors and fill vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking
to acquire, control of us.
Authorized but Unissued Shares. The authorized
but unissued shares of our common stock are available for future issuance without stockholder approval, subject to any limitations imposed
by the listing standards of the Nasdaq Stock Market. These additional shares may be used for a variety of corporate finance transactions,
acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved common stock could make it more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger, or otherwise.
Stockholder Action by Written Consent. Our
Certificate of Incorporation and our Bylaws provide that any action required or permitted to be taken by our stockholders at an annual
meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting and our Bylaws provide that
action by stockholders may not be taken by written consent in lieu of a meeting.
Special Meetings of Stockholders. Our Bylaws
also provide that, except as otherwise required by law, special meetings of the stockholders may only be called by our board of directors,
the chairperson of the board of directors, the chief executive officer or the president (in the absences of a chief executive officer).
Advance Notice Requirements for Stockholder Proposals
and Director Nominations. Stockholders wishing to nominate persons for election to our Board
of Directors or to propose any business to be considered by our stockholders at an annual meeting must comply with certain advance notice
and other requirements which are set forth in our Bylaws. Likewise, if our Board of Directors has determined that directors shall be elected
at a special meeting of stockholders, stockholders wishing to nominate persons for election to our Board of Directors at such special
meeting must comply with certain advance notice and other requirements which are set forth in our Bylaws. These provisions could
have the effect of delaying stockholder actions that are favored by the holders of a majority of our outstanding voting securities until
the next stockholder meeting.
Amendment of Certificate of Incorporation or Bylaws.
The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend
a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as
the case may be, requires a greater percentage. Our Bylaws may be amended or repealed by a majority vote of our board of directors or
by the affirmative vote of the holders of at least 66 2/3% of the votes which all our stockholders would be eligible to cast in an election
of directors.
Limitations on Liability and Indemnification of
Officers and Directors
Our Certificate of Incorporation and our Bylaws provide
indemnification for our directors and officers to the fullest extent permitted by the DGCL. In addition, as permitted by Delaware law,
our Certificate of Incorporation includes provisions that eliminate the personal liability of our directors for monetary damages resulting
from breaches of certain fiduciary duties as a director. The effect of these provisions is to restrict our rights and the rights of our
stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director, except that
a director will be personally liable for:
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any breach of his duty of loyalty to us or our stockholders; |
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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
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any transaction from which the director derived an improper personal benefit; or |
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improper distributions to stockholders. |
These provisions may be held not to be enforceable
for violations of the federal securities laws of the United States.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock
is Direct Transfer LLC. The transfer agent for any series of preferred stock that we may offer under this prospectus will be named and
described in the prospectus supplement for that series.
Listing on the Nasdaq Capital Market
Our common stock trades on the Nasdaq Capital Market
under the symbol “FRZA.” The applicable prospectus supplement will contain information, where applicable, as to any other
listing, if any, on any securities market or other exchange of the specific security covered by such prospectus supplement.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time, in
one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized
below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any
debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under
a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture,
we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.
We will issue the debt securities under the indenture
that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act”). We have filed the form of indenture as an exhibit to the registration statement of
which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities
being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference
from reports that we file with the SEC.
The following summary of material provisions of the
debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture
applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement and any related free writing
prospectus related to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the
terms of the debt securities.
General
The indenture will not limit the amount of debt securities
that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency
or currency unit that we may designate. Except for the limitations on consolidation, merger and sale of all or substantially all of our
assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders
of any debt securities protection against changes in our operations, financial condition or transactions involving us.
We may issue the debt securities issued under the
indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These
debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount,”
or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material
U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable
prospectus supplement.
We will describe in the applicable prospectus supplement
the terms of the series of debt securities being offered, including:
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the title of the series of debt securities; |
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any limit upon the aggregate principal amount that may be issued; |
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the maturity date or dates; |
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the form of the debt securities of the series; |
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the applicability of any guarantees; |
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination; |
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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined; |
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the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; |
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our right, if any, to defer payment of interest and the maximum length of any such deferral period; |
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if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; |
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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; |
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; |
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series; any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series; |
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series; |
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whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security or securities; |
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if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange; |
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if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof; |
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additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant; |
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additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable; |
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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance; |
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture; |
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additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture; |
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; |
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whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made; |
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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes; |
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any restrictions on transfer, sale or assignment of the debt securities of the series; and |
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations. |
Conversion or Exchange Rights
We will set forth in the applicable prospectus supplement
the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities. We
will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option of
the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities
that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus supplement
applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability to merge
or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an entirety. However,
any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under the indenture
or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus supplement
applicable to a particular series of debt securities, the following are events of default under the indenture with respect to any series
of debt securities that we may issue:
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if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose; |
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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any; |
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if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and |
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if specified events of bankruptcy, insolvency or reorganization occur. |
If an event of default with respect to debt securities
of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders
of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the
trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and
payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of
and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action
on the part of the trustee or any holder.
The holders of a majority in principal amount of the
outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences,
except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or
event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indenture, if an event
of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or
powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such
holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities
of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee,
or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and |
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. |
A holder of the debt securities of any series will
have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if:
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the holder has given written notice to the trustee of a continuing event of default with respect to that series; |
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, |
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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with the request; and |
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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer. |
These limitations do not apply to a suit instituted
by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the trustee
regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture without
the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series; |
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to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale;” |
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture; |
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture; |
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to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect; |
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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities; |
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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or |
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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act. |
In addition, under the indenture, the rights of holders
of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in
aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in
the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes only
with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt securities of any series; |
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or |
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver. |
Discharge
Each indenture provides that we can elect to be discharged
from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:
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provide for payment; |
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register the transfer or exchange of debt securities of the series; |
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replace stolen, lost or mutilated debt securities of the series; |
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pay principal of and premium and interest on any debt securities of the series; |
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maintain paying agencies; |
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hold monies for payment in trust; |
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recover excess money held by the trustee; |
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compensate and indemnify the trustee; and |
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appoint any successor trustee. |
In order to exercise our rights to be discharged,
we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest
on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only
in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations of
$1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent
global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another
depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities
of a series are issued in global form and as book-entry, a description of terms relating such securities will be set forth in the applicable
prospectus supplement.
At the option of the holder, subject to the terms
of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of
the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination
and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the limitations
applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt
securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if
so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated
by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose
no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement
the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities.
We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office
through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt
securities of each series.
If we elect to redeem the debt securities of any series,
we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or |
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information Concerning the Trustee
The trustee, other than during the occurrence and
continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable
indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise
or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the
powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity
against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus
supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt
securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.
We will pay principal of and any premium and interest
on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate
in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to
certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of
the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus
supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying
agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the trustee
for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after
such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may
look only to us for payment thereof.
Governing Law
The indenture and the debt securities will be governed
by and construed in accordance with the internal laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.
DESCRIPTION OF WARRANTS
The following description, together with the additional
information we may include in any applicable prospectus supplement and in any related free writing prospectus, summarizes the material
terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock,
preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination with
common stock, preferred stock or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply
generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in
more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this
prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular
series of warrants may specify different or additional terms.
We have filed or will file forms of the warrant agreements
and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of
which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable,
that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such
warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by
reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental
agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus
supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectus,
and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements,
that contain the terms of the warrants.
General
We will describe in the applicable prospectus supplement
the terms of the series of warrants being offered, including, to the extent applicable:
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the offering price and aggregate number of warrants offered; |
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the currency for which the warrants may be purchased; |
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the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; |
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the date on and after which the warrants and the related securities will be separately transferable; |
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise; |
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise; |
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants; |
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the terms of any rights to redeem or call the warrants; |
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
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the dates on which the right to exercise the warrants will commence and expire; |
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the manner in which the warrant agreements and warrants may be modified; |
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a discussion of material United States federal income tax consequences of holding or exercising the warrants; |
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the terms of the securities issuable upon exercise of the warrants; and |
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before exercising their warrants, holders of warrants
will not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any; or |
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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture. |
Exercise of Warrants
Each warrant will entitle the holder to purchase the
securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus
supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at
any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of
business on the expiration date, unexercised warrants will become void.
Unless we otherwise specify in the applicable prospectus
supplement, holders of the warrants may exercise the warrants by delivering the warrant or warrant certificate representing the warrants
to be exercised together with specified information, and paying the required amount to the warrant agent, if applicable, in immediately
available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of any warrant certificate
and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to any warrant
agent in connection with the exercise of the warrant.
Upon receipt of payment and the warrant or warrant
certificate, as applicable, properly completed and duly executed at the corporate trust office of the warrant agent, if any, or any other
office, including ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants (or the warrants represented by such warrant certificate) are exercised, a new warrant
or a new warrant certificate, as applicable, will be issued for the remaining warrants.
Governing Law
Unless we provide otherwise in the applicable prospectus
supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under or related to the warrants or warrant
agreements, will be governed by and construed in accordance with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Each warrant agent, if any, will act solely as our
agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of
any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no
duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the
related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities
purchasable upon exercise of, its warrants.
DESCRIPTION OF UNITS
The following description, together with the additional
information we may include in any applicable prospectus supplement and related free writing prospectus, summarizes the material terms
and provisions of the units that we may offer under this prospectus. We may issue units consisting of any combination of the other types
of securities offered under this prospectus in one or more series. We will issue each unit so that the holder of the unit is also the
holder of each security included in the unit. As a result, the holder of a unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a specified date. We may evidence each series of units by unit certificates
that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or
trust company that we select. We will indicate the name and address of any unit agent in the applicable prospectus supplement relating
to a particular series of units. The summary below and that contained in any prospectus supplement is qualified in its entirety by reference
to all of the provisions of the unit agreement and/or unit certificate, and depositary arrangements, if applicable. We urge you to read
the applicable prospectus supplements and any related free writing prospectuses related to the units that we may offer under this prospectus,
as well as the complete unit agreement and/or unit certificate, and depositary arrangements, as applicable, that contain the terms of
the units.
We will file as exhibits to the registration statement
of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of unit agreement
and/or unit certificate, and depositary arrangements, as applicable, that contain the terms of the particular series of units we are offering,
and any supplemental agreements, before the issuance of such units.
We will describe in the applicable prospectus supplement
the terms of the series of units being offered, including:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
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any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities composing the units; |
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whether the units will be issued in fully registered or global form; and |
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any other terms of the units. |
LEGAL OWNERSHIP OF SECURITIES
We can issue securities in registered form or in the
form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities
registered in their own names on the books that we or any applicable trustee, depositary or warrant agent maintain for this purpose as
the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly
through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of
those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or
in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as
we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered
in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the
depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered
is recognized as the holder of that security. Global securities will be registered in the name of the depositary or its participants.
Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments
on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the
payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have
made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in a global security will not
own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution
that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are
issued in global form, investors will be indirect holders, and not legal holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities
that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street
name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution
that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains
at that institution.
For securities held in street name, we or any applicable
trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities
are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities
to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they
agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name
will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well as the obligations of any
applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations
to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case
whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global
form.
For example, once we make a payment or give a notice
to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with its
participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the
approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with a particular
provision of an indenture, or for other purposes. In such an event, we would seek approval only from the legal holders, and not the indirect
holders, of the securities. Whether and how the legal holders contact the indirect holders is up to the legal holders.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker or other
financial institution, either in book-entry form because the securities are represented by one or more global securities or in street
name, you should check with your own institution to find out:
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how it handles securities payments and notices; |
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whether it imposes fees or charges; |
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how it would handle a request for the holders’ consent, if ever required; |
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whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future; |
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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and |
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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
Global Securities
A global security is a security that represents one
or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities
will have the same terms.
Each security issued in book-entry form will be represented
by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that we select.
The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus
supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in book-entry
form.
A global security may not be transferred to or registered
in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We
describe those situations below under “—Special Situations When a Global Security Will Be Terminated.” As a result of
these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder of all securities represented by
a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be
held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with
another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder of the
security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular security
indicates that the security will be issued in global form only, then the security will be represented by a global security at all times
unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing
system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
As an indirect holder, an investor’s rights
relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead
deal only with the depositary that holds the global security.
If securities are issued only as global securities,
an investor should be aware of the following:
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below; |
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an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above; |
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an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form; |
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an investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
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the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security; |
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we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security, nor will we or any applicable trustee supervise the depositary in any way; |
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and |
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financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. |
There may be more than one financial intermediary
in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will
Be Terminated
In a few special situations described below, a global
security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange,
the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks
or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct holders.
We have described the rights of holders and street name investors above.
Unless we provide otherwise in the applicable prospectus
supplement, a global security will terminate when the following special situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days; |
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if we notify any applicable trustee that we wish to terminate that global security; or |
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if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived. |
The applicable prospectus supplement may also list
additional situations for terminating a global security that would apply only to the particular series of securities covered by the applicable
prospectus supplement. When a global security terminates, the depositary, and neither we nor any applicable trustee, is responsible for
deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities from time to time pursuant
to underwritten public offerings, direct sales to the public, “at the market” offerings, negotiated transactions, block trades
or a combination of these methods. We may sell the securities to or through one or more underwriters or dealers (acting as principal
or agent), through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
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at a fixed price or prices, which may be changed; |
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at market prices prevailing at the time of sale; |
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at prices related to such prevailing market prices; or |
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at negotiated prices. |
A prospectus supplement or supplements (and any related
free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including,
to the extent applicable:
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the name or names of the underwriters, dealers, agents or other purchasers, if any; |
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the purchase price of the securities or other consideration therefor, and the proceeds we will receive from the sale; |
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any option to purchase additional shares or other options under which underwriters, dealers, agents or other purchasers may purchase additional securities from us; |
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any agency fees or underwriting discounts to be allowed or paid to the agent or underwriters and other items constituting agents’ or underwriters’ compensation; |
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any public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed. |
Only underwriters named in the prospectus supplement
will be underwriters of the securities offered by the prospectus supplement. 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. If such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities
Act.
If underwriters are used in the sale, they will acquire
the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering
price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject
to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated
to purchase all of the securities offered by the prospectus supplement other than securities covered by any option to purchase additional
shares or other option. If a dealer is used in the sale of securities, we, or an underwriter, will sell the securities to the dealer,
as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of
resale. To the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms of the transaction.
Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may
use underwriters, dealers or agents with whom we have a material relationship. We will describe in the prospectus supplement, naming the
underwriter, dealer or agent, the nature of any such relationship.
We may sell securities directly or through agents
we designate from time to time. We will name any agent involved in the offering and sale of securities, and we will describe any commissions
we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, the agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit
offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe
the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may provide agents, dealers and underwriters with
indemnification against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that
the agents, dealers or underwriters may make with respect to these liabilities. Agents, dealers and underwriters or their affiliates may
engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we may offer, other than common stock,
will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will
not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading
markets for any securities.
Any underwriter may engage in overallotment, stabilizing
transactions, short covering transactions and penalty bids. 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 price. Syndicate covering or other short-covering transactions involve purchases of the securities, either through
exercise of the option to purchase additional shares or in the open market after the distribution is completed, to cover short positions.
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 stabilizing or 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. These transactions
may be effected on any exchange or over-the-counter market or otherwise.
Any underwriters, dealers or agents that are qualified
market makers on the Nasdaq Capital Market may engage in passive market making transactions in our common stock on the Nasdaq Capital
Market in accordance Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement
of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified
as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent
bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s
bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities
at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
The specific terms of any lock-up provisions in respect of any given offering
will be described in the applicable prospectus supplement.
The anticipated date of delivery of offered securities
will be set forth in the applicable prospectus supplement relating to each offer.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, the validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon for us by Blank
Rome LLP, New York, New York. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that
we will name in the applicable prospectus supplement.
EXPERTS
The financial statements as of December 31, 2022 and 2021, and for the year
ended December 31, 2022; the period from October 15, 2021 through December 31, 2021 (successor), and the period from January 1, 2021 through
October 14, 2021 (predecessor) have been incorporated by reference herein in reliance upon the report of Grassi & Co., CPAs, P.C.,
an independent registered public accounting firm, and upon the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement
we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits
to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we
refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we nor any
agent, underwriter or dealer has authorized any person to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as
of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale
of the securities offered by this prospectus.
We file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov.
Our SEC filings are also available on our website, www.forzax1.com under the heading “Investor Relations—SEC Filings.”
The reference to our website is an inactive textual reference only, the information contained in, and that can be accessed through our
website, is not incorporated into and is not a part of this prospectus. We make available on our website our SEC filings as soon as reasonably
practicable after those reports are filed with the SEC.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information into this prospectus, which means that we can disclose important information to you by referring you to another document
filed separately with the SEC. The SEC file number for the documents incorporated by reference in this prospectus is 001-41469. The documents
incorporated by reference into this prospectus contain important information that you should read about us.
The following documents are incorporated by reference
into this prospectus:
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 28, 2023; |
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Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 filed with the SEC on May 10, 2023 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the SEC on August 8, 2023; |
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Our
Current Report on Form 8-K filed with the SEC on January 17, 2023 (other than as indicated therein), February 8, 2023, June 14, 2023,
August 16, 2023, October 6, 2023 and October 13, 2023; and |
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The
description of our common stock set forth in: (i) our registration statement on Form 8-A (Commission File No. 001-41469) filed with the
SEC on August 8, 2023, including any amendments thereto or reports filed for the purposes of updating this description, and (ii) Exhibit
4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (Commission File No. 001-41469) filed with the SEC
on March 28, 2023. |
We also incorporate by reference into this prospectus
all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are
related to such items or other information “furnished” to the SEC which is not deemed filed and not incorporated in this
prospectus) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of
the filing of Amendment No. 1 to the registration statement of which this prospectus forms a part and prior to effectiveness of the registration
statement, or (ii) after the date of this prospectus and before the completion of the offering of the securities included in this prospectus.
These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, as well as proxy statements.
We will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are
incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated
by reference into such documents. You can request a copy of these filings, at no cost, by writing or telephoning us at the following address
or telephone number:
Forza X1, Inc.
3101 S. US-1
Ft. Pierce, Florida 34982
(772) 202-8039
Attn: Chief Financial Officer
Any statement contained in this prospectus or contained
in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded
to the extent that a statement contained in this prospectus or any subsequently filed supplement to this prospectus, or document deemed
to be incorporated by reference into this prospectus, modifies or supersedes such statement.
34
Grafico Azioni Forza X1 (NASDAQ:FRZA)
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Grafico Azioni Forza X1 (NASDAQ:FRZA)
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