RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading Risk
Factors contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in our Annual Report on Form 10-K, as updated by any subsequently filed
periodic reports and other documents that are incorporated by reference into this prospectus, including the Current Report on Form 8-K filed on July 16, 2021, before deciding whether to purchase any of
the securities being registered pursuant to the registration statement of which this prospectus is a part. Each of the risk factors described in the documents referenced above could adversely affect our business, operating results and financial
condition, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment. Additional risks not presently known to us or that we currently
believe are immaterial may also significantly impair our business operations.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and each
prospectus supplement contains and may contain certain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. The words
may, might, can, will, to be, could, would, should, expect, intend, plan, objective,
anticipate, believe, estimate, predict, project, potential, likely, continue and ongoing, or the negative of these terms, or other comparable
terminology are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Those statements appear in this prospectus, any accompanying prospectus supplement and the documents incorporated herein
and therein by reference, particularly in the sections entitled The Company, Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations and Business, and
include statements regarding the intent, belief or current expectations of the Company and management that are subject to known and unknown risks, uncertainties and assumptions.
This prospectus, any prospectus supplement and the information incorporated by reference in this prospectus and any prospectus supplement also contain
statements that are based on the current expectations of our company and management. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements as a result of various factors.
Because forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking
statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. The risks, uncertainties and assumptions that could cause actual results to differ materially from those
anticipated or implied in our forward-looking statements include, but are not limited to, those set forth above under the section entitled Risk Factors and in the applicable prospectus supplement, together with all of the other
information contained in or incorporated by reference into the prospectus supplement or appearing or incorporated by reference into this prospectus.
Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly
update or revise any forward-looking statements contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise.
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