Form S-1 Table of Contents • our prospects and the history' and prospects for the industry in which we compete; • an assessment of our management; • our prospects for future earnings; • the general condition of the securities markets at the time of this offering; • the recent market prices of, and demand for, publicly traded common stock of generally comparable companies. and other factors deemed relevant by the underwriters and us. Neither we, the selling stockholders nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price. Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes arc advised to inform themselves about and to obstny any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful. The underwriters have informed us that they do not expect to soil more than 5% of the common stock in the aggregate to accounts over which they exercise discretionary authority. The LOYAL3 Platform At our request, the underwriters have reserved up to 5% of the shares of com