“55,200,000 Shares of Common Stock
Pre-Funded Warrants to Purchase Shares of Common Stock
and Warrants to Purchase up to 69,000,000 Shares of Common Stock
We are offering 55,200,000 shares of common stock, par value $0.01 per share, together with warrants to purchase 69,000,000 shares of common stock. The common stock and warrants will be sold in a fixed combination, with each share of common stock accompanied by one and one-quarter (1.25) warrants to purchase one (1) share of common stock per whole warrant. The shares of common stock and warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. The assumed public offering price for each share of common stock and the accompanying warrants is $0.36, which was the last reported sale price of our common stock on The Nasdaq Capital Market on September 26, 2022.
The warrants will be exercisable only after we receive approval from our stockholders for both (i) an increase in the number of shares of common stock we are authorized to issue and/or a reverse stock split of our outstanding shares of common stock, each in an amount to be determined by the board of directors and each sufficient for the exercise in full of all of the warrants (an increase in authorized shares or a reverse stock split, each a “Capital Event”) and (ii) the potential issuance of shares of common stock upon exercise of the warrants in accordance with Nasdaq Marketplace Rule 5635(d) (the “Nasdaq Listing Rule”) ((i) and (ii), collectively, the “Stockholder Approvals” and the first date on which both Stockholder Approvals are obtained, the “Stockholder Approvals Date”). If our stockholders do not approve both a Capital Event and the potential issuance of shares of our common stock upon exercise of the warrants for purposes of the Nasdaq Listing Rule, the warrants will not become exercisable. Each warrant has an exercise price of $ per whole share, and will be exercisable on the Stockholder Approvals Date for a term of five years from the Stockholder Approvals Date.
We are also offering pre-funded warrants to purchase up to 55,200,000 shares of common stock to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock following the offering in lieu of the shares of common stock that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%). Each pre-funded warrant will be exercisable for one share of common stock at an exercise price of $0.01 per share. Each pre-funded warrant is being issued together with the same warrants described above that are being issued with each share of common stock. The assumed public offering price for each such pre-funded warrant and accompanying warrants is $0.35, which is equal to the assumed public offering price for a share of common stock and accompanying warrants less the $0.01 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable immediately upon issuance, subject to certain limitations based on the holder’s beneficial ownership of our common stock, and may be exercised at any time until the pre-funded warrant is exercised in full. The pre-funded warrants and warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. For each pre-funded warrant and accompanying warrants we sell, the number of shares of common stock and the accompanying warrants we are offering will be decreased on a one-for-one basis.
We are also registering the shares of common stock issuable upon exercise of the pre-funded warrants and the warrants in this prospectus.
Our common stock is listed on The Nasdaq Capital Market under the symbol “CEMI.” On September 26, 2022, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.36 per share. The recent market price used throughout this prospectus may not be indicative of the final offering price. The final offering price will be determined through negotiation between us and the underwriter based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results and the general condition of the securities markets at the time of this offering. There is no established public trading market for the pre-funded warrants or the warrants, and we do not expect a market to develop. We do not intend to apply for listing of the pre-funded warrants or the warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants and the warrants will be extremely limited.”
my posts are always theory and not financial advice
