Investing in the ADSs and the Warrants involves a high degree of risk. You should carefully consider the specific risks described below and the risk factors and matters set forth in “Item 3.D. Risk Factors” in Part I of our Annual Report on Form 20-F for the fiscal year ended December 31, 2016, which is incorporated by reference herein, together with the other information in this prospectus supplement, the accompanying prospectus, our Annual Report on Form 20-F and the other information and documents incorporated by reference herein, before making an investment decision. See the section of this prospectus supplement entitled “Where You Can Find More Information.” Any of the risks we describe below and in our documents incorporated by reference could cause our business, financial condition or operating results to suffer. The market price of our Ordinary Shares and ADSs could decline if one or more of these risks and uncertainties develop into actual events. You could lose all or part of your investment.
Risks Related to this Offering
Management has broad discretion as to the use of proceeds of this offering, and we may not use these proceeds in a manner desired by our shareholders.
Our management will have broad discretion as to the use of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity as part of your investment decision to assess whether the proceeds are being used appropriately. Our needs may change as our business evolves. As a result, the proceeds to be received in this offering may be used in a manner significantly different from our current expectations. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return.
There is no public trading market for the Warrants in this offering.
There is no established public trading market for the Warrants being sold in this offering, and we do not expect such a market to develop. This may negatively affect the market value of the Warrants and your ability to transfer or sell your ADSs. In addition, we do not intend to apply to list the Warrants on any securities exchange or other nationally recognized trading system. Without an active market, the liquidity of the Warrants will be limited.
The market price of the ADSs, which has been volatile and may continue to be volatile, may adversely affect the value of the Warrants sold in this offering and you may not be able to recover the value of your investment.
The market price of the ADSs, which has been volatile and may continue to be volatile, will affect the value of the Warrants sold in this offering. The market price of the ADSs will likely fluctuate in response to a number of factors, including not only our financial condition and operating results but general economic, financial and other factors as well, many of which are beyond our control. In order for you to recover the value of your investment in the Warrants, the market price of the ADSs must increase from the price in effect on the date of this prospectus supplement. However, there can be no assurance that the market price of the ADSs will exceed the price required for you to achieve a positive return on your investment upon a warrant exercise date.
The holders of the Warrants will have no rights as shareholders until they acquire the ADSs.
Until holders of Warrants become holders of record of shares of the ADSs issued upon settlement of your Warrants, you will have no rights with respect to such ADSs, including rights to vote or rights to respond to tender offers, unless you also hold the ADSs, except as otherwise set forth in the Warrant. Upon exercise of your Warrant, you will be entitled to exercise the rights of a shareholder only as to matters for which the record date occurs on or after the date you become the holder of record of such ADSs.