PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required
by Item 1 is omitted from this Registration Statement and included in documents sent or given to participants in the plan covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
Securities Act).
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is omitted from this Registration Statement and included in documents sent or given to participants in the plan
covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the Commission). The following documents, which are on file with the
Commission, are incorporated in this Registration Statement by reference:
(a) The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Commission on March 10, 2023,
including the information specifically incorporated by reference into the Registrants Annual Report on Form 10-K from the Registrants definitive proxy statement for the 2023 Annual Meeting of
Stockholders, filed with the Commission on April 28, 2023, and the Registrants Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, as filed with the Commission on August 28, 2023;
(b) The Registrants Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2023, June 30, 2023 and September 30, 2023, as filed with the Commission on May
8, 2023, August
28, 2023 and November 8, 2023, respectively;
(c) The Registrants Current Reports on Form 8-K as filed with the Commission on February
21, 2023, March
2, 2023, April 11, 2023, April
25, 2023, April 28, 2023, May
8, 2023, May 9, 2023, May 23,
2023, May 25, 2023, May 30,
2023, June 2, 2023, June
8, 2023, June 13, 2023, July
18, 2023, August
1, 2023, August
17, 2023, October
12, 2023, November
2, 2023, November
21, 2023, December
18, 2023, January
8, 2024 and January 30, 2024. Any report or portion thereof furnished on Form 8-K shall not be
incorporated by reference; and
(d) The description of the Registrants securities contained in the Registrants Registration
Statement on Form 8-A, as filed with the Commission on March 12, 2014 under the
Exchange Act, as the description therein has been updated and superseded by the description of the Registrants capital stock contained in Exhibit
4.6 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Commission on February 25, 2021, including any amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.