As
filed with the Securities and Exchange Commission on May 19, 2023
Registration
No. __________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in charter)
DELAWARE |
58-1954497 |
(State
or other jurisdiction of
incorporation
or organization) |
(I.R.S.
Employer
Identification
No.) |
8302
Dunwoody Place, #250
Atlanta,
Georgia 30350
(770)
587-9898
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
BEN
NACCARATO
Executive
Vice President and Chief Financial Officer
Perma-Fix
Environmental Services, Inc.
8302
Dunwoody Place, #250
Atlanta,
Georgia 30350
(770)
587-9898
(Address,
including zip code, and telephone number, including area code, of agent for service)
Copy
to:
Irwin
H. Steinhorn, Esq.
Jeanette
C. Timmons, Esq.
Conner
& Winters, LLP
One
Leadership Square, Suite 1700
211
North Robinson
Oklahoma
City, Oklahoma 73102
(405)
272-5711
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this form are being offered pursuant to a dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has selected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not
soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject
to completion, dated` May 19, 2023
PROSPECTUS
2,500,000
Shares
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Common
Stock
We
may offer from time to time up to 2,500,000 shares of our common stock, in amounts, at prices and on terms to be set forth in one or
more supplements to this prospectus. We refer to our common stock registered hereunder as the “securities.” This prospectus
describes some of the general terms that may apply to these securities and the manner in which they may be offered. We will provide the
specific terms of any offering of securities in one or more supplements to this prospectus. Such prospectus supplements may also add,
update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement,
together with the documents we incorporate by reference, before you invest. This prospectus may not be used to consummate a sale of securities
unless accompanied by the applicable prospectus supplement.
We
may offer and sell our securities to or through one or more underwriters, dealers, or agents, “at-the-market”
to or through a market maker or into an existing trading market, or on an exchange or otherwise, or directly to one or more purchasers,
or through a combination of methods of sale, on a continuous
or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”
in this prospectus. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable
purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the
information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution”
in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms
of the offering of those securities.
You
should read this prospectus, any prospectus supplement and the documents incorporated by reference in this prospectus or any prospectus
supplement carefully before you invest. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus
supplement.
Our
common stock is traded on the NASDAQ Capital Market under the symbol “PESI”. On May 15, 2023, the closing price of our common
stock as reported on the NASDAQ Capital Market was $11.325.
The
aggregate market value of our outstanding common stock held by non-affiliates, computed by reference to the closing price of our common
stock on May 15, 2023 ($11.325 per share), was approximately $140,089,140, based on 13,419,165 shares of our common stock outstanding
as of that date, of which 12,369,902 shares were held by non-affiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event
will we sell securities in a public primary offering during the period of 12 calendar months immediately prior to and including the sale
with a value exceeding more than one-third of our public float if at the time of such offering our public float is below $75.0 million.
We have not offered any of our securities pursuant to General Instruction 1.B.6 of Form S-3 during the 12 calendar months prior to and
including the date of this prospectus.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” on page 5 of this prospectus and any similar section contained in the applicable prospectus supplement and
any related free writing prospectus we have authorized for use in connection with a specific offering, as well as the “Risk Factors”
incorporated by reference herein from our most recent Annual Report on Form 10-K and other reports and information that we file with
the Securities and Exchange Commission, or the SEC.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of
this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2023.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using a
“shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act
of 1933, as amended, or the Securities Act. Under the shelf registration process, we may, over time, sell the securities described in
this prospectus in one or more offerings.
This
prospectus provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does
not contain all the information you can find in the registration statement or the exhibits to the registration statement of which this
prospectus is a part. Statements contained in this prospectus and any accompanying prospectus supplement or other offering materials
about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document
be filed as an exhibit to the registration statement, you should refer to that agreement or document for its complete contents.
We
will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes
the securities being offered and the terms of the offering. Any accompanying prospectus supplement or free writing prospectus may also
add to, update or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read
this prospectus, any prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be
incorporated by reference herein as described under the heading “Where to Find Additional Information” in this prospectus.
You
should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide
you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are
not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
The
information contained in this prospectus, any prospectus supplement to this prospectus, any free writing prospectus or the documents
incorporated by reference herein or therein are accurate only as of the date of such document. Our business, financial condition, liquidity,
results of operations, funds from operations and prospects may have changed since those dates.
Unless
the context otherwise requires, references in this prospectus to “Perma-Fix,” the “Company,” “we,”
“our,” and “us” refer to Perma-Fix Environmental Services, Inc. and its consolidated subsidiaries.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and any accompanying prospectus supplement, including the documents incorporated by reference herein and therein, contain
statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are often identified by the use of words such as “believe,”
“intend,” “expect,” “estimate,” “plan,” “outlook,” “project,”
“anticipate,” “may,” “will,” “would” and other similar words and expressions that predict
or indicate future events or trends that are not statements of historical matters.
Forward-looking
statements include statements related to:
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demand
for our services; |
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reductions
and improvement in the level of government funding in future years; |
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reducing
operating costs and non-essential expenditures; |
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ability
to meet loan agreement quarterly financial covenant requirements; |
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funding
of cash flow requirements; |
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Canadian
receivables; |
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sufficient
liquidity to continue business; |
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future
results of operations and liquidity; |
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increasing
liquidity; |
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government
funding for our services; |
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liquidity
to repay debt if our lender accelerates payment of our borrowings; |
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manner
in which the applicable governmental customer will be required to spend funding to remediate various sites; |
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funding
operations; |
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continued
increases in pricing and/or further tightening supply chain; |
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our
ability to fund capital expenditures from cash from operations and/or financing; |
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impact
from COVID-19 and economic conditions; |
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continue
improvement in waste receipts and project work; |
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submitted
bids; |
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final
terms of a proposed joint venture with an affiliate of Westinghouse Electric Company LLC, including the ownership percentage interests
of the joint venture partners, as well as final funding requirements; |
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positive
trends; |
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compliance
with environmental laws, rules and regulations; |
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potential
effect of being a Potentially Responsible Party, as such term is defined under Section 107(a) of the The Comprehensive Environmental
Response, Compensation, and Liability Act of 1980; |
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potential
sites for violations of environmental laws and remediation of our facilities; |
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future
price increases; |
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sales
prices; and |
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continuation
of contracts with federal government. |
While
we believe the expectations reflected in any such forward-looking statements are reasonable, we can give no assurance such expectations
will prove to be correct. Forward-looking statements should not be read as a guarantee of future performance or results and will not
necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking statements are based
on information available at the time those statements are made and/or management’s good faith belief as of that time with respect
to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materiality from
those expressed in or suggested by the forward-looking statements. Factors that could cause or contribute to such differences include,
but are not limited to, those described in “Special Note Regarding Forward-Looking Statements” and “Risk Factors”
in our annual report on Form 10-K for the fiscal year ended December 31, 2022, and in any subsequent annual report on Form 10-K, quarterly
report on Form 10-Q or current report on Form 8-K incorporated by reference herein or in any accompanying prospectus supplement.
PROSPECTUS
SUMMARY
The
following summary highlights selected information from this prospectus and does not contain all of the information that you need to consider
in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related
free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained
in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that
are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this
prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.
Overview
We
are an environmental and environmental technology know-how company providing nuclear, low-level radioactive, mixed, hazardous and non-hazardous
waste treatment, processing, and disposal services, primarily through four treatment and storage facilities that are licensed by the
Nuclear Regulatory Commission (or state equivalent agency) and permitted by the U.S. Environmental Protection Agency (“EPA”)
or state-equivalent agency. We also conduct research and development (“R&D”) activities to identify, develop and implement
innovative waste processing techniques for problematic waste streams, as well as provide technical services and on-site waste management
services to commercial and governmental customers.
Headquartered
in Atlanta, Georgia, we provide services to research institutions, commercial companies, public utilities, and governmental agencies
(domestic and foreign), including the U.S. Department of Energy (“DOE”) and U.S. Department of Defense (“DOD”).
The distribution channels for our services are through direct sales to customers or via intermediaries.
The
principal element of our business strategy consists of upgrading our facilities within our treatment segment to increase efficiency and
modernize and expand treatment capabilities to meet the changing markets associated with the waste management industry. Within our services
segment, we continue to revitalize and expand our business development programs to further increase competitive procurement effectiveness
and broaden the market penetration within both the commercial and government sectors. The Company remains focused on expansion into both
commercial and international markets to supplement government spending in the United States, from which a significant portion of the
Company’s revenue is derived. This includes new services, new customers and increased market share in our current markets.
We
are a Delaware corporation incorporated in December 1990. Our principal executive offices are located at 8302 Dunwoody Place, Suite 250,
Atlanta, Georgia 30350, and our telephone number is (770) 587-9898. Our website address is www.perma-fix.com. The information on our
website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus. Our internet
address is included in this prospectus as an inactive textual reference only.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “PESI”. Prospective purchasers of our securities are
urged to obtain current information as to the market prices of our common stock.
We
are a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
We may take advantage of certain scaled disclosures available to smaller reporting companies and will be able to take advantage of these
scaled down disclosures for so long as (i) our voting and non-voting ordinary shares held by non-affiliates is less than $250.0 million
measured as of June 30th of such fiscal year or (ii) our annual revenue is less than $100.0 million during the most recently
completed fiscal year and our voting and non-voting ordinary shares held by non-affiliates is less than $700.0 million measured as of
June 30th of such fiscal year.
The
Securities We May Offer
We
may offer up to 2,500,000 shares of our common stock from time to time in one or more offerings under this prospectus, together with
any applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market conditions
at the time of the relevant offering. This prospectus provides you with a general description of the securities we may offer. Each time
we offer securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and
other important terms of the securities to be offered.
The
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change
information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free
writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of
the registration statement of which this prospectus is a part.
We
may offer and sell our securities to or through one or more underwriters, dealers, or agents, “at-the-market” to or through
a market maker or into an existing trading market, or directly to one or more purchasers, or through a combination of methods of sale,
on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan
of Distribution” in this prospectus. We, our underwriters, dealers, or agents, reserve the right to accept or reject all or part
of any proposed purchase of securities. If we do offer securities through underwriters, dealers, or agents, we will include in the applicable
prospectus supplement:
●
the names of those underwriters or agents;
●
applicable fees and commissions to be paid to them;
●
details regarding over-allotment options, if any; and
●
the estimated net proceeds to us.
This
prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
RISK
FACTORS
Investment
in any securities offered pursuant to this prospectus involves substantial risks. You should carefully consider the risk factors incorporated
by reference to our Annual Report on Form 10-K for the year ended December 31, 2022, the risk factors incorporated by reference to any
subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K incorporated by reference herein or
in any accompanying prospectus supplement, the risk factors described under the caption “Risk Factors” in any applicable
prospectus supplement and any risk factors set forth in our other filings with the SEC, before making an investment decision. Each of
the risks described in these documents could materially and adversely affect our business, financial condition, results of operations
and prospects, and could result in a partial or complete loss of your investment. Although we have tried to discuss key factors, please
be aware that these are not the only risks we face and there may be additional risks that we do not presently know of or that we currently
consider not likely to have a significant impact. New risks may emerge at any time and we cannot predict such risks or estimate the extent
to which they may affect our business or our financial performance. Please also refer to the section entitled “Special Note Regarding
Forward-Looking Statements” in this prospectus.
USE
OF PROCEEDS
We
maintain broad discretion over the use of proceeds from the sale of securities pursuant to this prospectus. Unless we specify otherwise
in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of securities by us for general corporate purposes,
which may include, but is not limited to, working capital, repayment of indebtedness, capital expenditures, research and development
expenditures and acquisitions of new technologies or businesses, subject in all respects to the consent of our secured creditor. The
precise amount, use and timing of the application of such proceeds will depend upon our funding requirements and the availability and
cost of other capital. Any allocation of the net proceeds of an offering of securities to a specific purpose will be determined at the
time of such offering and will be described in the accompanying supplement to this prospectus.
DESCRIPTION
OF COMMON STOCK
Our
certificate of incorporation authorizes us to issue up to 30,000,000 shares of common stock, $0.001 par value. As of May 15, 2023, there
were 13,419,165 shares of our common stock outstanding.
The
holders of shares of our common stock are entitled to one vote per share on all matters to be voted on by stockholders. Common stockholders
are entitled to receive dividends declared by the board of directors out of funds legally available for the payment of dividends, subject
to the rights, if any, of preferred stockholders. However, we have never paid a dividend and we do not anticipate paying a dividend in
the foreseeable future. Our current secured credit facility prohibits us from paying cash dividends on our common stock. Upon any liquidation,
dissolution or winding up of our business, the holders of common stock are entitled to share equally in all assets available for distribution
after payment of all liabilities and provision for liquidation preference of shares of preferred stock then outstanding. The holders
of common stock have no preemptive rights and no rights to convert their common stock into any other securities. There are no redemption
or sinking fund provisions applicable to our common stock. All outstanding shares of common stock are fully paid and nonassessable.
Options
and Other Equity Awards
Our
certificate of incorporation authorizes us to issue shares of common stock and options, rights, and warrants relating to the common stock
for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection
with acquisitions or otherwise. As of December 31, 2022, we had (i) options to purchase 1,018,400 shares of common stock outstanding
under various incentive stock option plans of the Company, and (ii) an additional 60,000 shares available for issuance pursuant to an
outstanding warrant.
Antitakeover
Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
We
are a Delaware corporation governed by the General Corporation Law of Delaware, or the DGCL, including the provisions of Section 203
of the DGCL, an anti-takeover law. In general, Section 203 prohibits a Delaware public corporation from engaging in a “business
combination” with an “interested stockholder” for a period of three years after the date of the transaction in which
the person became an interested stockholder, unless the business combination is approved in a prescribed manner. As a result of Section
203, potential acquirers may be discouraged from attempting to effect acquisition transactions with us, thereby possibly depriving our
security holders of certain opportunities to sell, or otherwise dispose of, such securities at above-market prices pursuant to such transactions.
Further, certain of our option plans provide for the immediate acceleration of, and removal of restrictions from, options and other awards
under such plans upon a “change of control” (as defined in the respective plans). Such provisions may also have the result
of discouraging acquisition of us.
As
of December 31, 2022, out of 30,000,000 shares of common stock authorized, we had 13,324,756 shares of common stock outstanding and 7,642
shares of treasury stock. In addition, at December 31, 2022, we had outstanding options to purchase 1,018,400 shares of our common stock
at exercise prices ranging from $2.79 to $7.50 per share, and an outstanding warrant to purchase 60,000 shares of our common stock at
an exercise price of $3.51 per share. Assuming the issuance of the common stock underlying such options and warrant, as of December 31,
2022, we had available for future issuance 15,589,202 shares of authorized and unissued common stock, and 2,000,000 shares of our preferred
stock. Future sales of authorized and unissued shares could be used by our management to make it more difficult for, and thereby discourage,
an attempt to acquire control of us.
Undesignated
Preferred Stock
The
authorization of undesignated preferred stock in our certificate of incorporation will make it possible for our board of directors to
issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could
impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring, delaying or discouraging
hostile takeovers, or changes in control or management of our company.
Requirements
for Advance Notification of Stockholder Meetings, Nominations and Proposals
Our
certificate of incorporation provides that special meetings of the stockholders may be called only by either the Chairman of the Board,
if one has been elected, or the Chief Executive Officer, and shall be called by either such officer or the Secretary at the request in
writing of a majority of the Board of Directors, but such special meetings may not be called by any other person or persons. In addition,
any stockholder who wishes to bring business before an annual meeting or nominate directors must comply with the requirements set forth
in our bylaws. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control or
management of our company.
No
Cumulative Voting
The
DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated
certificate of incorporation provides otherwise. Our certificate of incorporation does not provide for cumulative voting.
Transfer
Agent and Registrar
The
transfer agent and registrar for the common stock is Continental Stock Transfer & Trust Company, 1 State Street, 30th
Floor, New York, New York 10004-1561.
Exchange
Listing
Our
common stock is listed on the Nasdaq Capital Market under the symbol “PESI.”
PLAN
OF DISTRIBUTION
We
may sell the securities being offered by us in this prospectus pursuant to underwritten public offerings, negotiated transactions, block
trades or any combination of such methods. We may sell the securities being offered pursuant to this prospectus to or through underwriters,
through dealers, through agents, or directly to one or more purchasers or through a combination of these methods. The applicable prospectus
supplement will describe the terms of the offering of the securities, including:
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the
name or names of any underwriters, if, and if required, any dealers or agents; |
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the
purchase price of the securities and the proceeds we will receive from the sale; |
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any
underwriting discounts and other items constituting underwriters’ compensation; |
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any
discounts or concessions allowed or re-allowed or paid to dealers; and |
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any
securities exchange or market on which the securities may be listed or traded. |
We,
and our agents, dealers, and underwriters, as applicable, may distribute the securities from time to time in one or more transactions
at:
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a
fixed price or prices, which may be changed; |
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market
prices prevailing at the time of sale; |
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prices
related to such prevailing market prices; or |
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negotiated
prices. |
We
may determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. We will describe
how any auction will determine the price or any other terms, how potential investors may participate in the auction and the nature of
the underwriters’ obligations, in the applicable prospectus supplement or amendment.
We
may solicit directly offers to purchase securities. We may also designate agents from time to time to solicit offers to purchase securities.
Any agent that we designate, who may be deemed to be an underwriter as such term is defined in the Securities Act, may then resell such
securities to the public at varying prices to be determined by such agent at the time of resale.
We
may engage in “at the market” offerings of our securities as defined in Rule 415(a)(4) under the Securities Act. An “at
the market” offering is an offering of our common stock at other than a fixed price, at prices prevailing at the time of sale or
at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through
a market maker other than on an exchange or other similar offerings through sales agents. We shall name any underwriter or agent that
the Company engages for an at the market offering in a post-effective amendment to the registration statement containing this prospectus.
In the related prospectus supplement, we shall also describe any additional details of the Company’s arrangement with such underwriter
or agent, including commissions or fees paid or discounts offered by the Company, and whether such underwriter is acting as principal
or agent.
If
underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each
underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters
and any dealers) in a prospectus supplement. Only underwriters named in a prospectus supplement are underwriters of the securities offered
by that prospectus supplement. The securities may be offered to the public either through underwriting syndicates represented by managing
underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the
managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered
securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering
price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. Unless otherwise set
forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions
precedent, and the underwriters will be obligated to purchase all of the offered securities, if any are purchased.
We
may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price,
with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment
option will be set forth in the prospectus supplement for those securities.
If
we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the
securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by
the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.
We
may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering and
sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement.
We
may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts
in the prospectus supplement.
In
connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the
securities for whom they act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to
or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution
of the securities, and any institutional investors or others that purchase securities directly for the purpose of resale or distribution,
may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the common
stock by them may be deemed to be underwriting discounts and commissions under the Securities Act. No FINRA member firm may receive compensation
in excess of that allowable under FINRA rules, including Rule 5110, in connection with the offering of the securities.
We
may provide agents, underwriters and other purchasers with indemnification against particular civil liabilities, including liabilities
under the Securities Act, or contribution with respect to payments that the agents, underwriters or other purchasers may make with respect
to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
To
facilitate the public offering of a series of securities, persons participating in the offering may engage in transactions that stabilize,
maintain, or otherwise affect the market price of the securities. This may include over-allotments or short sales of the securities,
which involves the sale by persons participating in the offering of more securities than have been sold to them by us. In exercising
the over-allotment option granted to those persons. In addition, those persons may stabilize or maintain the price of the securities
by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters
or dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization
transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that
which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation
or prediction as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on the price
of our securities.
Unless
otherwise specified in the applicable prospectus supplement, any common stock sold pursuant to a prospectus supplement will be eligible
for trading as quoted on the Nasdaq Capital Market. Any underwriters to whom securities are sold by us for public offering and sale may
make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time
without notice.
In
order to comply with the securities laws of some states, if applicable, the securities offered pursuant to this prospectus will be sold
in those states only through registered or licensed brokers or dealers. In addition, in some states securities may not be sold unless
they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and complied with.
LEGAL
MATTERS
Conner
& Winters, LLP, Oklahoma City, Oklahoma will opine as to the validity of the issuance of the securities offered by this prospectus.
EXPERTS
The
audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated
by reference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said
firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this
prospectus. This prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings
set forth in the registration statement. For further information pertaining to us and our securities, reference is made to our other
filings with the SEC and the registration statement and the exhibits and schedules to the registration statement. Statements contained
in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and
in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit
for a more complete description of the matters involved.
In
addition, registration statements and certain other filings made with the SEC electronically are publicly available through the Commission’s
web site at http://www.sec.gov. The registration statement, including all exhibits and amendments to the registration statement, has
been filed electronically with the SEC.
We
are subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance with such requirements, we
file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information
will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at http://www.perma-fix.com,
at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or
furnished to, the Commission. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated
into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
Our
common stock is listed on the Nasdaq and all material filed by us with the Nasdaq can be inspected at the offices of the Nasdaq at 151
W. 42nd Street, New York, NY 10036.
You
should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation
of Certain Information by Reference” below. We have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus was
accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects
may have changed since that date.
INCORPORATION
BY REFERENCE
The
SEC allows us to “incorporate by reference” the information contained in documents that we file separately with the SEC,
which means that we can disclose important information to you by referring you to those other documents. The information incorporated
by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update
and supersede this information. Therefore, before you decide to invest in a particular offering under this shelf-registration, you should
always check for reports we may have filed with the SEC after the data of this prospectus.
We
incorporate by reference the documents listed below:
|
● |
Annual
Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 23, 2023; |
|
|
|
|
● |
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 10, 2023; |
|
|
|
|
● |
Current
Report on Form 8-K filed with the SEC on April 26, 2023; |
|
|
|
|
● |
Current
Report on Form 8-K filed with the SEC on March 23, 2023; |
|
|
|
|
● |
The
description of our common stock that is contained in the Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange
Act, that became effective on October 30, 1992, including any amendments or reports filed for the purpose of updating such description. |
All
documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other
than documents or portions of documents deemed to be furnished pursuant to the Exchange Act), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
You
may obtain copies of any of these filings by contacting us as described below, or by contacting the SEC or accessing its website as described
above under the heading “Where You Can Find More Information.” We will provide to each person, including any beneficial owner,
to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated
by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference
into such documents. You may request a copy of these filings by writing us at:
Perma-Fix
Environmental Services, Inc.
8302
Dunwoody Place, #250
Atlanta,
Georgia 30350
(770)
587-9898
Website:
http://www.perma-fix.com
THE
INFORMATION CONTAINED ON, OR ACCESSIBLE THROUGH, OUR WEBSITE IS NOT INCORPORATED INTO AND DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
aggregate estimated (other than the registration fee) expenses to be paid by the Registrant in connection with this offering are as follows:
SEC Registration Fee | |
$ | 2,985.73 | |
Legal Fees and Expenses | |
$ |
* | |
Accounting Fees and Expenses | |
$ | * | |
Printing | |
$ | * | |
Miscellaneous | |
$ | * | |
| |
| | |
Total: | |
$ | * | |
*
|
Estimated
expenses not presently known. |
Item
15. Indemnification of Officers and Directors
Section
145 of the Delaware Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses
incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if
such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that,
no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that, despite the adjudication of liability but in view of all the
circumstance of the case, such person is fairly and reasonably entitled to indemnification.
Article
EIGHTH of our Restated Certificate of Incorporation, as amended, provides as follows with respect to the indemnification of our officers
and directors:
All
persons who the Corporation is empowered to indemnify pursuant to the provisions of Section 145 of the General Corporation Law of the
State of Delaware (or any similar provision or provisions of applicable law at the time in effect), shall be indemnified by the Corporation
to the full extent permitted thereby. The foregoing right of indemnification shall not be deemed to be exclusive of any other rights
to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. No repeal or amendment of this Article EIGHTH shall adversely affect any rights of any person pursuant to this Article EIGHTH
which existed at the time of such repeal or amendment with respect to acts or omissions occurring prior to such repeal or amendment.
Our
Restated Certificate of Incorporation, as amended, provides that no director shall be personally liable to us or its stockholders for
any monetary damages for breaches of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability
of a director (i) for any breach of the director’s duty of loyalty to us or our stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the General Corporation
Law of the State of Delaware; or (iv) for any transaction from which the director derived an improper personal benefit.
The
indemnification discussed in this Item 15 is not exclusive of any other rights the party seeking indemnification may possess. We carry
officer and director liability insurance with respect to certain matters, including matters arising under the Securities Act of 1933,
as amended.
Item
16. Exhibits.
See
the Exhibit Index immediately following the signature page of this Registration Statement.
Item
17. Undertakings
|
(a) |
The
undersigned registrant hereby undertakes: |
|
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
(i) |
To
include any prospectus required by section 10(a)(3) of the Securities Act; |
|
|
|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
|
|
|
|
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided,
however , that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 or Form
F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to Sections 13 or 15(d) of the Exchange Act that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
|
(2) |
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
|
|
|
|
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
|
|
|
|
(4) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
|
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and |
|
(ii) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date. |
|
(5) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
|
|
|
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
|
|
|
|
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
|
|
|
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
|
(b) |
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
|
|
|
(c) |
The
undersigned registrants hereby undertake to supplement the prospectus, after the expiration of the subscription period, to set forth
the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed
securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the
underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment
will be filed to set forth the terms of such offering. |
|
|
|
|
(d) |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants
of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrants will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 19 day of May, 2023.
|
PERMA-FIX
ENVIRONMENTAL SERVICES, INC. |
|
|
|
|
By: |
/s/
Ben Naccarato |
|
|
Ben
Naccarato, |
|
|
Executive
Vice President and Chief Financial Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Mark Duff and Ben Naccarato, and each of them acting individually and without
the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto
and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Act, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
By |
/s/
Mark Duff |
|
Date |
May
19, 2023 |
|
Mark
Duff, President and Chief Executive Officer; Director
(Principal
Executive Officer) |
|
|
|
|
|
|
|
|
By |
/s/
Ben Naccarato |
|
Date |
May
19, 2023 |
|
Ben
Naccarato, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
|
By |
/s/
Thomas P. Bostick |
|
Date |
May
19, 2023 |
|
Thomas
P. Bostick, Director |
|
|
|
|
|
|
|
|
By |
/s/
Dr. Louis F. Centofanti |
|
Date |
May
19, 2023 |
|
Dr.
Louis F. Centofanti, Director |
|
|
|
|
|
|
|
|
By |
/s/
Kerry C. Duggan |
|
Date |
May
19, 2023 |
|
Kerry
C. Duggan, Director |
|
|
|
|
|
|
|
|
By |
/s/
Joseph T. Grumski |
|
Date |
May
19, 2023 |
|
Joseph
T. Grumski, Director |
|
|
|
|
|
|
|
|
By |
/s/
Joe R. Reeder |
|
Date |
May
19, 2023 |
|
Joe
R. Reeder, Director |
|
|
|
|
|
|
|
|
By |
/s/
Larry M. Shelton |
|
Date |
May
19, 2023 |
|
Larry
M. Shelton, Chairman of the Board |
|
|
|
|
|
|
|
|
By |
/s/
Zach P. Wamp |
|
Date |
May
19, 2023 |
|
Zach
P. Wamp, Director |
|
|
|
|
|
|
|
|
By |
/s/
Mark A. Zwecker |
|
Date |
May
19, 2023 |
|
Mark
A. Zwecker, Director |
|
|
|
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
REGISTRATION
STATEMENT ON FORM S-3
EXHIBIT
INDEX
Exhibit
No. |
|
Description |
|
|
|
3(i) |
|
Restated Certificate of Incorporation, as amended, of Perma-Fix Environmental Services, Inc., incorporated by reference from Exhibit 3(i) to the Company’s Form 10-Q for the Quarter Ended March 21, 2021 filed on May 6, 2021. |
3(ii) |
|
Second Amended and Restated Bylaws of Perma-Fix Environmental Services, Inc., as amended effective April 20, 2023, incorporated by reference from Exhibit 3(ii) to the Company’s Form 8-K filed on April 26, 2023. |
4.1 |
|
Fifth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated August 29, 2022, as incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K filed on August 29, 2022. |
4.2 |
|
Revised Second Amended and Restated Revolving Credit, Term Loan and Security Agreement referenced as Annex A in the Fifth Amendment, as incorporated by reference from Exhibit 4.2 to the Company’s Form 8-K filed on August 29, 2022. |
4.3 |
|
Sixth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated March 21, 2023, between Perma-Fix Environmental Services, Inc. and PNC Bank, National Association, as incorporated by reference from Exhibit 4.3 to the Company’s Form 10-K filed on March 23, 2023. |
5.1* |
|
Opinion of Conner & Winters, LLP, counsel to the Registrant, regarding the legality of the securities being registered. |
23.1* |
|
Consent of Grant Thornton LLP |
23.2* |
|
Consent of Conner & Winters, LLP (included in Exhibit 5.1) |
24.1 |
|
Power of Attorney (included on signature page hereof) |
107* |
|
Calculation of Filing Fee Table. |
* |
|
Filed
herewith. |
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