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Equity Instruments and Transactions
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Equity Instruments and Transactions Equity Instruments and Transactions
Capital Shares

The Company has 500,000 shares of authorized ordinary shares with a nominal value of $0.01 per ordinary share. As of December 31, 2023, the Company had 89,825 ordinary shares issued and outstanding, respectively. The Board of Directors is authorized to issue preferred shares in series, and with respect to each series, to fix its designation, relative rights (including voting, dividend, conversion, sinking fund, and redemption rights), preferences (including dividends and liquidation) and limitations. The Company has 50,000 shares of authorized preferred shares, $0.01 nominal value, of which 5,194 are currently issued and outstanding as of December 31, 2023.

Shelf Registration Statement on Form S-3

In February 2020, the Company filed with the SEC a new shelf registration statement on Form S-3 (the “2020 Shelf Registration Statement”) (File No. 333-236258) that allows issuance and sale by the Company, from time to time, of:

a.up to $250,000 in aggregate of Ordinary Shares, each of which may be represented by ADSs, preferred shares, nominal value US$0.01 per share (the “Preferred Shares”), debt securities (the “Debt Securities”), warrants to purchase Ordinary Shares, ADSs, Preferred Shares and/or Debt Securities (the “Warrants”), and/or units consisting of Ordinary Shares, ADSs, Preferred Shares, one or more Debt Securities or Warrants in one or more series, in any combination, pursuant to the terms of the 2020 Shelf Registration Statement, the base prospectus contained in the 2020 Shelf Registration Statement (the “2020 Base Prospectus”), and any amendments or supplements thereto; including

b.up to $50,000 of ADSs that may be issued and sold from time to time pursuant to the terms of an Open Market Sale AgreementSM, entered into with Jefferies LLC (“Jefferies”) in February 2020 (the “Sales Agreement”), the 2020 Shelf Registration Statement, the 2020 Base Prospectus and the terms of the sales agreement prospectus contained in the 2020 Shelf Registration Statement. The Company agreed to pay Jefferies a commission up to 3.0% of the aggregate gross sales proceeds of such ADSs.

During the year ended December 31, 2022, the Company issued and sold 3,588 ADSs, resulting in net proceeds to the Company of approximately $25,318, pursuant to the Sales Agreement. No ADSs were issued and sold from the 2020 Base Prospectus during the year ended December 31, 2023.

The 2020 Shelf Registration Statement expired on February 14, 2023.

In August 2022, the Company filed with the SEC a new shelf registration statement on Form S-3 (the “2022 Shelf Registration Statement”) (File No. 333-267198) that allows issuance and sale by the Company, from time to time, of:

a.up to $500,000 in aggregate of Ordinary Shares, each of which may be represented by ADSs, Preferred Shares, Debt Securities, Warrants, and/or units consisting of Ordinary Shares, ADSs, Preferred Shares, one or more Debt Securities or Warrants in one or more series, in any combination, pursuant to the terms of the 2022 Shelf Registration Statement, the base prospectus contained in the 2022 Shelf Registration Statement (the “2022 Base Prospectus”), and any amendments or supplements thereto; including

b.up to $100,000 of ADSs that may be issued and sold from time to time pursuant to the Sales Agreement, the 2022 Shelf Registration Statement, the 2022 Base Prospectus and the terms of the sales agreement prospectus contained in the 2022 Shelf Registration Statement.

As of December 31, 2023, the Company issued and sold 1,564 ADSs, resulting in net proceeds to the Company of approximately $11,913, pursuant to the Sales Agreement. The Company may offer and sell up to an additional $96,064 of ADSs under the ATM Program that remains available for sale pursuant to the 2022 Base Prospectus.
The transactions costs associated with the 2022 Shelf Registration Statement totaled $192, of which $135 remain recorded within prepaid expenses and other current assets at December 31, 2023.

April 2023 Public Offering

On April 3, 2023, the Company completed the sale of 12,205 Ordinary Shares in the form of ADSs and 4,706 Series B Preferred Shares in an underwritten public offering. The Company received proceeds, net of underwriter fees and issuance costs of $134,151.