Share Capital |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Share Capital [Abstract] | |
| SHARE CAPITAL | 15. SHARE CAPITAL
Ordinary shares
As of December 31, 2025, there were 324,322,214 ordinary shares issued and 324,192,228 ordinary shares outstanding.
In May 2022, the Company entered into an At-the-Market Offering Agreement with H.C. Wainwright & Co., LLC relating to the Company’s ordinary shares. In accordance with the terms of the sales agreement, the Company may offer and sell ordinary shares having an aggregate offering price of up to $500 million. During the nine months ended September 30, 2026, the Company sold 32,263,626 ordinary shares for an aggregate purchase price of $50.2 million net of offering costs pursuant to this at-the-market offering.
On April 29, 2025, the Company filed a registration statement on Form S-3 (No. 333-286841) to register up to $500 million of its ordinary shares, preference shares, debt securities, warrants, units and subscription rights (the “Registration Statement”).
In June 2025, the Company completed an underwritten public offering of its ordinary shares registered under the Registration Statement. In accordance with the terms of the underwriting agreement entered into with B. Riley Securities, Inc., as representative of the several underwriters, the Company sold 75,000,000 ordinary shares at a price to the underwriters of $1.90 per share. The Company received net proceeds of approximately $141.6 million, after deducting the underwriting discount and offering expenses. On July 1, 2025, the underwriters for this public offering fully exercised their option to purchase an additional 11,250,000 ordinary shares, resulting in additional net proceeds to the Company of $21.3 million, after deducting the underwriting discount and offering expenses.
In July, 2025, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with B. Riley Securities, Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the sole placement agent for the Company in connection with a registered direct offering (the “Registered Direct Offering”) of an aggregate of 22,000,000 ordinary shares of the Company at an offering price of $3.06 per share. The gross proceeds to the Company from the Registered Direct Offering were approximately $67.3 million before deducting placement agent fees and other estimated offering expenses.
On September 29, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Cantor Fitzgerald & Co. and B. Riley Securities, Inc. as representatives of the several underwriters named in Schedule I thereto, in connection with the issuance and sale of $150 million aggregate principal amount of the Company’s 4.00% Convertible Senior Notes due 2030 (the “Notes”), including the exercise in full on September 30, 2025 of the underwriters’ option to purchase an additional $15 million aggregate principal amount of Notes. The Notes were offered and sold in an offering registered under the Securities Act pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-286841).
On October 2, 2025, the Company issued the Notes. The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of October 2, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of October 2, 2025, between the Company and the Trustee.
On August 28, 2026, certain members of management voluntarily surrendered 1,000,000 fully vested ordinary shares to the Company for cancellation without consideration. The cancellation resulted in a reduction of 1,000,000 issued and outstanding ordinary shares.
During the nine months ended September 30, 2026, 5,389,068 ordinary shares were issued to the Company’s employees, directors, and consultants in settlement of an equal number of fully vested restricted share units awarded to such individuals and companies by the Company pursuant to grants made under the Company’s 2023 Plan, 2025 Plan and 2026 Plan.
As of September 30, 2026, there were 360,974,908 ordinary shares issued and 360,844,922 ordinary shares outstanding.
Preference shares
As of September 30, 2026 and December 31, 2025, the Company had 2,000,000 and 1,000,000 preference shares issued and outstanding, respectively.
On August 18, 2026, the Company issued an additional 1,000,000 preference shares to certain members of management in consideration for services rendered, with an aggregate grant-date fair value of $2.0 million. The newly issued preference shares have the same rights, preferences and privileges as the previously issued preference shares.
The preference shares are entitled to the following preference features: 1) an annual dividend of 8% when, and if, declared by the Board of Directors; 2) a liquidation preference of $10.00 per share; 3) convert on a one for one basis for ordinary shares, subject to a 4.99% conversion limitation; 4) rank senior to ordinary shares in insolvency; and 5) for voting purposes, including the quorum threshold, vote 50 ordinary shares, for each preference share.
On December 20, 2024, the Board of Directors declared an 8% ($0.8 million) dividend on the preference shares for 2024 to Geney Development Ltd. (“Geney”). Erke Huang, our Chief Financial Officer, is the President of Geney and the beneficial owner of 30% of the equity of Geney, with the remaining 70% held by Zhaohui Deng, a Director and the Company’s former Chairman of the Board. The Company fully paid the declared dividend in January 2025.
On February 19, 2026, the Board of Directors declared an eight (8%) percent ($0.8 million) dividend on the preference shares for 2025 to Geney. The Company fully paid the declared dividend in March 2026.
Treasury stock
The Company treats ordinary shares withheld for tax purposes on behalf of employees in connection with the vesting of restricted share grants as ordinary share repurchases because they reduce the number of ordinary shares that would have been issued upon vesting. For the nine months ended September 30, 2026 and 2025, the Company withheld ordinary shares that were surrendered to the Company for withholding taxes related to restricted stock vesting valued at $, based on fair value of the withheld shares on the vesting date.
As of September 30, 2026 and December 31, 2025, the Company had treasury stock of $1.2 million and $1.2 million, respectively. |