Table of ContentsPART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSFor a description of our material pending legal proceedings, please see Note 10, Commitments and Contingencies, to theconsolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.ITEM 1A. RISK FACTORSOur operations and financial results are subject to various risks and uncertainties, including the factors discussed in PartI, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, which could adverselyaffect our business, financial conditions and future results.ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSIn connection with the offering of 2.00% Convertible Senior Notes due 2024 in May 2019, we sold warrants to each ofSociété Générale, Wells Fargo Bank, National Association, Credit Suisse Capital LLC (later assigned to UBS AG, LondonBranch) and Goldman, Sachs & Co. LLC (together, the “2019 Warrantholders”). Between August 19, 2024 and September 30,2024, we issued an aggregate of 8,506,223 shares of our common stock to the 2019 Warrantholders pursuant to their exercise ofsuch warrants, which were net of the applicable exercise prices. Such shares were issued pursuant to an exemption fromregistration provided by Rule 3(a)(9) of the Securities Act of 1933.ITEM 3. DEFAULTS UPON SENIOR SECURITIESNone.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.ITEM 5. OTHER INFORMATIONNone of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or anon-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2024, as such terms aredefined under Item 408(a) of Regulation S-K, except as follows:On July 25, 2024, Robyn Denholm, one of our directors, adopted a Rule 10b5-1 trading arrangement for the potentialsale of up to 674,345 shares of our common stock (all resulting from stock options expiring in June 2025), subject to certainconditions. The arrangement's expiration date is June 18, 2025.On July 31, 2024, Kimbal Musk, one of our directors, adopted a Rule 10b5-1 trading arrangement for the potential saleof up to 152,088 shares of our common stock, subject to certain conditions. The arrangement's expiration date is May 30, 2025.On August 12, 2024, Kathleen Wilson-Thompson, one of our directors, adopted a Rule 10b5-1 trading arrangement forthe potential sale of up to 300,000 shares of our common stock, subject to certain conditions. The arrangement's expiration dateis February 28, 2025.36
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