Palladyne AI Corp. Files S-1 for Resale Registration

TL;DR

Palladyne AI (PDYN) filed S-1 for resale, watch for potential share dumps.

AI Summary

Palladyne AI Corp. filed an S-1 registration statement on November 20, 2024, to register shares for resale. The company, formerly Sarcos Technology & Robotics Corp., is incorporated in Delaware and headquartered in Salt Lake City, Utah. This filing indicates potential future sales of stock by existing shareholders.

Why It Matters

This S-1 filing by Palladyne AI Corp. signals that existing shareholders may be preparing to sell their shares, potentially increasing the stock's float and impacting its price.

Risk Assessment

Risk Level: medium — S-1 filings for resale can precede significant selling pressure from existing shareholders, potentially impacting stock price volatility.

Key Numbers

• 333-283359 — SEC File Number (Identifies this specific registration statement)
• 001-39897 — SIC Code Number (Classifies the company's industry as 'SERVICES-PREPACKAGED SOFTWARE')

Key Players & Entities

• Palladyne AI Corp. (company) — Registrant
• Sarcos Technology & Robotics Corp. (company) — Former company name
• November 20, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Salt Lake City, Utah (location) — Principal executive offices
• Benjamin G. Wolff (person) — President and Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — o 3,220,805 shares of our common stock, $0.0001 par value per share, issuable upon the
• $2 — ants at the exercise price per share of $2.30, would result in gross proceeds to u
• $7.4 million — n gross proceeds to us of approximately $7.4 million. The selling stockholders will bear all
• $1.80 — n stock on The Nasdaq Global Market was $1.80 per share. We are an “emerging
• $2.15 — of common stock at a price per share of $2.15 (the “Registered Offering&#x201d
• $2.30 — of common stock at an exercise price of $2.30 per share, subject to adjustments as pr
• $0.125 — nsider Warrants at an offering price of $0.125 per Insider Warrant. The Warrants have

Filing Documents

• pdyn_-_resale_registrati.htm (S-1) — 372KB
• pdyn-ex5_1.htm (EX-5.1) — 17KB
• pdyn-ex21_1.htm (EX-21.1) — 8KB
• pdyn-ex23_1.htm (EX-23.1) — 3KB
• pdyn-exfiling_fees.htm (EX-FILING FEES) — 49KB
• img58201155_0.jpg (GRAPHIC) — 9KB
• img263805175_0.jpg (GRAPHIC) — 27KB
• img263805175_1.jpg (GRAPHIC) — 5KB
• 0000950170-24-129268.txt ( ) — 508KB

RISK FACTORS

RISK FACTORS 3 CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS 4

USE OF PROCEEDS

USE OF PROCEEDS 6 DIVIDEND POLICY 7

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 8 PRINCIPAL AND SELLING STOCKHOLDERS 9 PLAN OF DISTRIBUTION 13 LEGAL MATTERS 16 EXPERTS 16 WHERE YOU CAN FIND MORE INFORMATION 16 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 17 i You should rely only on the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the selling stockholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of securities. Our business, financial condition, operating results and prospects may have changed since that date. You should also read and consider the information in the documents to which we have referred you under the captions “Where You Can Find More Information” and “Information Incorporated by Reference” in this prospectus. For investors outside the United States, neither we nor the selling stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who come into possession of this prospectus and any free writing prospectus related to this offering in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this o

USE OF PROCEEDS

USE OF PROCEEDS We will not receive any proceeds from the sale of shares of common stock by the selling stockholders. We will receive proceeds from the cash exercise of the Warrants which, if exercised for cash with respect to all of the 3,220,805 shares of common stock underlying such Warrants at the exercise price per share of $2.30, would result in gross proceeds to us of approximately $7.4 million. There can be no assurance that any of the Warrants will be exercised by the selling stockholders or that they will exercise the Warrants for cash instead of using the cashless exercise feature. We intend to use the net proceeds, if any, from the cash exercise of the Warrants for general corporate purposes and working capital, including funding continued development and commercialization of our software products. The amounts and timing of our actual expenditures for each purpose may vary significantly depending upon numerous factors, including funding continued development and commercialization of our software products. The timing and amounts of our actual expenditures will depend on several factors. We reserve the right to change the use of proceeds as a result of certain contingencies such as competitive developments, opportunities to acquire technologies or products and other factors. Pending application of the proceeds, if any, from the cash exercise of the Warrants, we intend to invest the net proceeds in accordance with our investment policy, which includes the objective of capital preservation. - 6 - DIVI DEND POLICY We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. Any future determination to declare dividends will be made at the discretion of our board of directors and wi

View Full Filing

View this S-1 filing on SEC EDGAR