Vision Marine Technologies Inc 6-K, filed Sep 20, 2023

About this 6-K

Vision Marine Technologies Inc. (VMAR)

6-K 2023-09-20 For: 2023-09-20

View Original

Added on April 07, 2026

Name of Selling Shareholder

Number of Common
Shares Owned Prior
to Offering

Maximum Number of
Common Shares to
be Sold Pursuant to
this Prospectus

Number of Common
Shares Owned After
Offering

Vision Marine Technologies Inc filed this 6-K on September 20, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Exhibit No.		Exhibit
99.1		Form of Subscription Agreement between Vision Marine Technologies Inc. and the purchasers signatory thereto
99.2		Form of Investor Warrant
99.3		Form of Registration Rights Agreement
99.4		Agency Agreement
99.5		Pricing Press Release

	VISION MARINE TECHNOLOGIES INC.

Date: September 20, 2023	By:	/s/ Kulwant Sandher
	Name:	Kulwant Sandher
	Title:	Chief Financial Officer

IMPORTANT INSTRUCTIONS

The following items in this Subscription Agreement have been completed (Subscriber, please initial each applicable box):

Canadian Accredited Investors Only:

		SCHEDULE "B"– CANADIAN ACCREDITED INVESTOR CERTIFICATE– All accredited investors resident in a province or territory of Canada must complete and execute SCHEDULE "B" If you select categories (j), (k) and/or (l) of SCHEDULE "B", you must also complete Appendix 1 to Schedule “B” – Risk Acknowledgement Certificate.

U.S. Investors Only

		SCHEDULE "C"– UNITED STATES INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE– If you are in the United States (as defined herein), a U.S. Person (as defined herein) or purchasing the Purchased Units for the account or benefit of a person or persons that is/are in the United States or U.S. Persons, were offered the Units while in the United States, executed or delivered this subscription agreement while in the United States or initiated your buy order for the Purchased Units while in the United States, complete and execute the U.S. Institutional Accredited Investor Certificate in SCHEDULE "C"”.

Offshore Investors Only:

		SCHEDULE "D"– FOREIGN PURCHASER CERTIFICATE– If you are NOT resident of or otherwise subject to the securities laws of Canada or the United States, complete and execute Schedule “D”.

All Subscribers:

		SCHEDULE "F"– FORM OF REGISTRATION RIGHTS AGREEMENT– All subscribers must complete, execute and deliver a Registration Rights Agreement in the form attached hereto as SCHEDULE "F"”.

TO:	VISION MARINE TECHNOLOGIES INC. (the “Corporation”)

AND TO:	iA Capital Markets, a division of iA Private Wealth Inc. (the “Agent”)

AND TO:	One or more United States registered broker-dealers affiliated with or appointed by the Agent (the “U.S. Affiliates”)

NAME AND ADDRESS OF SUBSCRIBER: (please print clearly)	SUBSCRIPTION FOR PURCHASED UNITS
______________________________________________________________ Name of Subscriber (please print)	Number of Purchased Units:	____________________
By: X_________________________________________________________ Signature/Authorized signature	Subscription Price:	$4.05 per Purchased Unit
______________________________________________________________ Name and official capacity or title (only if the Subscriber is NOT an individual)	Aggregate Subscription Amount:	$___________________
______________________________________________________________ Subscriber’s Address, including city, province/territory/state, country and postal/zip code (required) ______________________________________________________________ Subscriber’s Telephone Number (required) ______________________________________________________________ Subscriber’s E-mail Address (required) Disclosed Principal Information: If the Subscriber is signing as agent for a principal and is not a trust company or trust corporation purchasing as trustee or agent for accounts fully managed by the Subscriber or a person acting on behalf of a fully managed account managed by the Subscriber, and in each case satisfying the criteria set forth in Section 73.3(1) of the Securities Act (Ontario) or National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as applicable, complete the following and ensure that Schedule “B” is completed on behalf of such principal: ______________________________________________________________ Name of Principal ______________________________________________________________ Address of Principal ______________________________________________________________ Telephone Number of Principal ______________________________________________________________ Account Reference (if applicable)	REGISTRATION INSTRUCTIONS (please print clearly): ______________________________________________________________ Registration Name (please print) ______________________________________________________________ Registration Address, including city, province/territory/state, country and postal/zip code ______________________________________________________________ ______________________________________________________________ Account # (ONLY applicable if registering and depositing the securities into a brokerage or corporate account – not if registering in own name) DELIVERY INSTRUCTIONS: (if different from registration instructions) (please print clearly): ______________________________________________________________ Name of Contact (please print) ______________________________________________________________ Delivery Address including city, province/territory/state, country and postal/zip code ______________________________________________________________ Contact’s Telephone Number ______________________________________________________________ Contact’s Email Address

SCHEDULE "A" -	TERM SHEET
SCHEDULE "B" -	CANADIAN ACCREDITED INVESTOR CERTIFICATE
SCHEDULE "C" -	UNITED STATES INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE
SCHEDULE "D" -	FOREIGN PURCHASER CERTIFICATE
SCHEDULE "E" -	CONTACT INFORMATION FOR CANADIAN SECURITIES COMMISSIONS
SCHEDULE "F" -	FORM OF REGISTRATION RIGHTS AGREEMENT

Attention:	Laura Cristello
E-mail:	ECMCanada@iacapitalmarkets.ca

Attention:	Kulwant Sandher, Chief Financial Officer
E-mail:	ks@v-mti.com

Attention:	Sébastien Bellefleur, Partner
E-mail:	sbellefleur@fasken.com

This term sheet (the “Term Sheet”) summarizes the principal terms of a proposed offering of up to $10 million of units of Vision Marine Technologies Inc. to certain qualified subscribers pursuant to a brokered best-efforts private placement. This Term Sheet is for discussion purposes only and does not constitute a legally binding offer or agreement, which will in all respects be contingent upon and subject to satisfactory completion of due diligence and the negotiation, execution of definitive documentation and receipt of all required regulatory approvals.
Issuer:	Vision Marine Technologies Inc. (the “Corporation”).

Offering (the “Offering”):	Up to 2,469,136 units (“Units”).

Units:	Each Unit will consist of one (1) common share of the Corporation (a “Common Share”) and one (1) common share purchase warrant of the Corporation (a “Warrant”). Each Warrant will be exercisable after six (6) months from the date of issuance into one (1) Common Share of the Corporation (a “Warrant Share”) at an exercise price of $4.05 per Warrant Share, for a period three (3) years from the date of issuance thereof.

Offering Price:	US $4.05 per Unit (the “Offering Price”).

Amount:	Up to $10,000,000.

Form of Offering:	The Units will be marketed on a commercially reasonable best-efforts basis and shall be sold pursuant to private placement exemptions from any prospectus or registration requirements to investors: (i) resident or located in all the provinces and territories of Canada; (ii) in the “United States” or that are “U.S. persons” (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended); and (iii) in jurisdictions outside of Canada and the United States to be mutually agreed to by the Corporation and the Agents, each acting reasonably, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, and in the case of (iii) that the Corporation does not thereafter become subject to continuous disclosure obligations in such jurisdictions.

Use of Proceeds:	Net proceeds of the Offering will be used for building up inventory for order fulfilment, development of the E-Motion electric powertrain technology and increasing brand awareness.

Agent:	iA Capital Markets will act as exclusive Canadian placement agent (the “Agent”).

Commission:	6.0% of the gross proceeds of the Offering payable in cash.

Listing:	The common shares of the Corporation are listed on the NASDAQ under the symbol “VMAR”.

Hold Period:	The securities issuable pursuant to this Offering will be (i) subject to a four month and one day hold period under applicable securities laws in Canada (the “Canadian Hold Period”); and (ii) may deemed “restricted securities” under applicable United States federal and state securities laws and subject to hold periods under applicable United States federal and state securities laws.  The Corporation has agreed to use its best efforts to (i) file a U.S. resale registration statement for the Common Shares issuable pursuant to the Offering within 15 calendar days of the closing date of the Offering (the “Filing Date”) and (ii) have such registration statement declared effective for such securities by the staff at the United States Securities and Exchange Commission (“SEC”) prior to the end of the Canadian Hold Period (unless the staff at the SEC notifies the Corporation that it does not intend to review such registration statement, then such registration statement shall be declared effective within 15 calendar days of such notification (the “Effectiveness Date”)). If such registration statement is not filed by the Filing Date, effective by the Effectiveness Date or the registration statement is not effective to permit resales thereunder after it is declared effective by the staff at the SEC for a period exceeding 10 calendar days (a “Suspension”) and Rule 144 is not available for the resale of the Common Shares without volume or manner of sale limitations, then the Corporation will be subject to certain liquidated damage provisions whereby it shall pay the purchaser of such securities 1% of the total amount invested by such purchaser for each 15-day period that such Filing Date, Effectiveness Date or Suspension period is exceeded, but in no event shall the total amount of such payments exceed 5% of the total amount invested by such purchaser.

Warrants:	The Warrants shall be exercisable for cash or in a cashless manner if there is no effective registration statement registering the Warrant Shares.  When the Warrants are exercised in a cashless manner, the Warrant Shares issuable thereunder shall be issued to the holder of such warrant free of any U.S. or Canadian restrictive legends.

Accredited Investors:	The Offering will only be offered (i) to, or for the account or benefit of, persons in the United States or U.S. persons who are “accredited investors” (as such term is defined under (i) Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended), and (ii) to persons outside of the United States who are non-U.S. persons to “accredited investors” (as such term is defined under applicable Canadian securities laws).

Eligibility:	The Common Shares and Warrant Shares will be eligible under applicable Canadian Laws for RRSPs, RRIFs, RDSPs, RESPs, TFSAs and DPSPs.

Closing Date:	On or about September [  ], 2023, or such other date as mutually agreed to between the Agent and the Corporation.

¨	(a)	a Canadian financial institution, or a Schedule III bank (or in Ontario, a bank listed in Schedule I, II, or III of the Bank Act (Canada));

¨	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

¨	(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

¨	(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;

¨	(e)	an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

¨	(e.1)	an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

¨	(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

¨	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

¨	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

¨	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;

¨	(j)	an individual who, either alone or with a spouse, beneficially owns, financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000; See definition of “financial assets” below and section 3.5(3) of Companion Policy 45-106CP to NI 45-106 which provides guidance as to the ‎meaning of beneficial ownership of financial assets. If individual accredited investors wish to ‎purchase through wholly-owned holding companies or similar entities, such purchasing entities ‎must qualify under paragraph (t) below, or (w) if a family trust.‎ If you check beside paragraph (j) above, you must complete and execute Appendix 1 to this Schedule “B”.

¨	(j.1)	an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000; See definition of “financial assets” below and section 3.5(3) of Companion Policy 45-106CP to NI 45-106 which provides guidance as to the ‎meaning of beneficial ownership of financial assets.

¨	(k)	an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; If you check beside paragraph (k) above, you must complete and execute Appendix 1 to this Schedule “B”.

¨	(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000; ‎

		See definition of “net assets” below and section 3.5(4) of Companion Policy 45-106CP to NI 45-106 which provides guidance as to the ‎calculation of an individual purchasers net assets.

		If you check beside paragraph (l) above, you must complete and execute Appendix 1 to this Schedule “B”.

¨	(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; ‎

		See definition of “net assets” below. The minimum net asset threshold of $5,000,000 must be shown on the entity’s “most recently ‎prepared financial statements”, which must be prepared in accordance with applicable generally ‎accepted accounting principles.

¨	(n)	an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;

¨	(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;

¨	(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

¨	(q)	a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

¨	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

¨	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;

¨	(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;

		If you checked (t), please indicate the name and category of accredited investor (by reference to the applicable letter in this Certificate) of each owner:

	Name	Category of Accredited Investor
Owner:
Owner:
Owner:


		[attach sheet if more than 3 owners]

¨	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;

¨	(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or

¨	(w)	a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

		If you checked (w), please indicate the name and category of accredited investor (by reference to the applicable letter in this Certificate) of the accredited investor that established the trust and the applicable trustees:

	Name (and indicate if established trust or if trustee)	Category of Accredited Investor

DATED:			SIGNED:

X			X
Witness (if Subscriber is an individual)


Print the name of Witness			Print the name of Subscriber


			If Subscriber is not an Individual, print name and title of Authorized Signing Officer

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: Units (comprised of one common share and one common share purchase warrant)	Issuer: Vision Marine Technologies Inc.
Purchased from: Vision Marine Technologies Inc.
SECTIONS 2 TO 4 TO BE COMPLETED BY THE SUBSCRIBER
2. Risk acknowledgement
This investment is risky. Initial to the right of each category that you understand that:		Your initials
Risk of loss – You could lose your entire investment of $_____________. [Instruction: Insert the total dollar amount of the investment.]
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment.
Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.		Your initials
·      Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
·      Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.
·      Either alone or with your spouse, you own more than $1,000,000 in cash and securities, after subtracting any debt related to the cash and securities.
·      Either alone or with your spouse, you have net assets worth more than $5,000,000 million. (Your net assets are your total assets (including real estate) minus your total debt.)

4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature: X		Date: ____________, 2023
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the Subscriber with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone:	E-mail:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
iA Capital Markets, a division of iA Private Wealth Inc. 26 Wellington Street East, Suite 700 Toronto, Ontario M5E 1S2, Canada Attention:  Laura Cristello E-mail:        ECMCanada@iacapitalmarkets.ca For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.

_________	Category 1. [Rule 501(a)(1)]	A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or


_________	Category 2. [Rule 501(a)(1)]	A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or

_________	Category 3. [Rule 501(a)(1)]	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; or

_________	Category 4. [Rule 501(a)(1)]	An investment adviser registered pursuant to Section 203 of the U.S. Investment Advisers Act of 1940, as amended, or registered pursuant to the laws of a state; or

_________	Category 5. [Rule 501(a)(1)]	An investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the U.S. Investment Advisers Act of 1940, as amended; or

_________	Category 6. [Rule 501(a)(1)]	An insurance company as defined in Section 2(a)(13) of the Securities Act; or

_________	Category 7. [Rule 501(a)(1)]	An investment company registered under the U.S. Investment Company Act of 1940, as amended; or

_________	Category 8. [Rule 501(a)(1)]	A business development company as defined in Section 2(a)(48) of the U.S. Investment Company Act of 1940, as amended; or

_________	Category 9. [Rule 501(a)(1)]	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958, as amended; or

_________	Category 10. [Rule 501(a)(1)]	A Rural Business Investment Company as defined in Section 384A of the U.S. Consolidated Farm and Rural Development Act of 1972, as amended; or

_________	Category 11. [Rule 501(a)(1)]	A plan established and maintained by a state, its political subdivision or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with assets in excess of U.S. $5,000,000; or

_________	Category 12. [Rule 501(a)(1)]	An employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended, in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company or registered investment advisor, or an employee benefit plan with total assets in excess of U.S. $5,000,000 or, if a self-directed plan, the investment decisions are made solely by persons who are accredited investors; or

_________	Category 13. _________ [Rule 501(a)(2)]	A private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940, as amended; or

_________	Category 14. [Rule 501(a)(3)]	An organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of U.S. $5,000,000; or

_________	Category 15. [Rule 501(a)(7)]	A trust, with total assets in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under Regulation D; or

_________	Category 16. [Rule 501(a)(8)]	An entity in which each of the equity owners are accredited investors; or (Note: It is permissible to look through various forms of equity ownership to natural persons in determining the accredited investor status of entities under this category. If those natural persons are themselves accredited investors, and if all other equity owners of the entity seeking accredited investor status are accredited investors, then this category may be available.)

_________	Category 17. [Rule 501(a)(9)]	An entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning “investments” (as defined in Rule 2a51-1(b) under the U.S. Investment Company Act of 1940, as amended) in excess of U.S. $5,000,000; or

If a Corporation, Partnership or Other Entity:		If an Individual:

		X
Name of Entity		Signature


Type of Entity		Print or Type Name

X
Signature of Person Signing


Print or Type Name and Title of Person Signing

Dated:  ____________________, 2023.
		Name of Subscriber
		X______________________________________
		Signature of Subscriber

		If the Subscriber is a corporation, print name and title of Authorized Signing Officer

	(B) =	the Exercise Price of this Warrant, as adjusted hereunder; and

	(X) =	the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Name:

Address:
	(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:

Holder’s Address:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	settlement of short sales;

	●	in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;

	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

	●	a combination of any such methods of sale; or

	●	any other method permitted pursuant to applicable law.

	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

	(a)	Are you a broker-dealer?

Yes   ¨              No   ¨

	(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes   ¨              No   ¨

	Note:	If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

	(c)	Are you an affiliate of a broker-dealer?

Yes   ¨              No   ¨