Filed Pursuant to Rule 424(b)(5)
Registration No. 333-267537
AMENDMENT NO. 2 DATED SEPTEMBER 3, 2024
to Prospectus
Supplement dated August 4, 2023
and Prospectus dated October 7, 2022
Up to $296,560,661
Common Stock
This amendment
no. 2 (Amendment No. 2) to prospectus supplement, or this amendment, amends our prospectus supplement dated August 4, 2023 (the prospectus supplement), and supersedes Amendment No. 1 to the prospectus supplement. This
amendment should be read in conjunction with the prospectus supplement and the accompanying prospectus, dated October 7, 2022 (the prospectus), each of which are to be delivered with this amendment. This amendment amends only those
sections of the prospectus supplement listed in this amendment; all other sections of the prospectus supplement remain unchanged.
On
August 3, 2023, we entered into a Controlled Equity OfferingSM Sales Agreement (the Original Sales Agreement) with Cantor Fitzgerald & Co. (Cantor), Canaccord
Genuity LLC (Canaccord), Needham & Company, LLC (Needham) and Compass Point Research & Trading, LLC (Compass Point) (each, an Agent and together, the Agents), relating to
the sale of our common stock, par value $0.001 per share (common stock), offered by the prospectus supplement and accompanying prospectus. On March 6, 2024, we entered into an amendment to the Original Sales Agreement (the
Sales Agreement Amendment) to include Stifel, Nicolaus & Company, Incorporated (Stifel) and Virtu Americas LLC (Virtu) as additional agents. On September 3, 2024, we entered into an amended and
restated Sales Agreement (the Amended and Restated Sales Agreement) to, among others, include BTIG, LLC (BTIG) as an additional agent and replace Stifel with Keefe, Bruyette & Woods (KBW) as an Agent and
party to the Sales Agreement.
We are filing this amendment to amend the prospectus supplement to include BTIG and KBW as additional agents
under the Sales Agreement and remove Stifel as an agent. Each reference to the term Agent or Agents in the prospectus supplement is hereby amended to include BTIG and KBW and remove Stifel. Each reference to the term
Sales Agreement in the prospectus supplement is hereby amended to refer to the Amended and Restated Sales Agreement.
The
prospectus supplement originally authorized us to offer and sell common stock having an aggregate offering price of up to $250,000,000. The prospectus supplement amendment no. 1 (Amendment No. 1) to the prospectus supplement and the
prospectus increased the dollar amount of shares of common stock available to be sold from time to time to $296,560,661, which consisted of $96,560,661 remaining as originally authorized under the prospectus supplement and the additional
$200,000,000, from and including March 6, 2024. As of the date of this amendment, we have sold shares of our common stock pursuant to the Sales Agreement for gross proceeds of $324,321,620. Up to $125,678,380 remains available to be sold from
time to time pursuant to the prospectus supplement. Until such time as the total number of our authorized shares are increased or our total number of shares outstanding decrease, we will not issue and sell more than aggregate of 129,688,346 shares.
Our common stock and public warrants are listed on The Nasdaq Global Select Market (Nasdaq) under the symbols CIFR
and CIFRW, respectively. On August 30, 2024, the last reported sales price of our common stock was $3.51 per share and the last reported sales price of our public warrants was $1.03 per warrant.
Sales of our common stock, if any, under the prospectus supplement, as amended by this amendment, will be made by any method permitted that is
deemed an at the market offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act. None of the Agents are required to sell any specific number or dollar amount of securities, but each will
act as our sales agent using commercially reasonable efforts consistent with its respective normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The designated Agent will be entitled to compensation at a commission rate equal to up to 3.0 % of the aggregate gross proceeds of the
shares of our common stock sold through it pursuant to the Sales Agreement. See Plan of Distribution beginning on page A-8 for additional information regarding the compensation to be
paid to the Agents. In connection with the sale of the common stock on our behalf, each Agent will be deemed to be an underwriter within the meaning of the Securities Act and the compensation of each Agent will be deemed to be
underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to each Agent with respect to certain liabilities, including liabilities under the Securities Act.
We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a smaller reporting
company as defined under Rule 405 of the Securities Act. As such, we have elected to rely on certain reduced disclosure requirements. See page S-6 of the prospectus supplement for additional information.
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE RISK FACTORS ON PAGE A-4 OF THIS AMENDMENT, ON PAGE S-4 OF THE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS AMENDMENT, THE PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this amendment, the prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
|
|
|
|
|
Cantor |
|
|
|
Canaccord Genuity |
|
|
|
Needham & Company |
|
|
|
Compass Point |
|
|
|
Keefe, Bruyette &
Woods A Stifel
Company |
|
|
|
Virtu |
|
|
|
|
|
BTIG |
|
|
The date of this amendment no. 2 to the prospectus supplement is September 3, 2024.