Carroll bank and trust camden tennessee

It was Danvers who finally pushed him in. We’d been feeding the fire with hardwood since the afternoon and it had gotten big as the wind picked up by nightfall, flickering cross our faces and warming our cheeks better than a gas heater. He didn’t even scream when he fell. The flames just swallowed him up—sparks shooting out like hot vomit. He knew what he’d done. He knew it was wrong. When he lifted himself up and came out of the fire he stood dead still, staring at us, smiling like we’d done him a favour. Maybe he thought he deserved to turn into ash. Maybe he did deserve it. I know I kept my fingers tight round the handle of the axe just the same till he keeled over and Cauley had touched the corpse with his foot and we knew he was dead. The three of us, we kept silent for a long while after that. There was just the sound of wood burning and it was better that way. None of us touched the body but none of us looked away, either: you could still make out his face, unmistakable, when the rest of him was dark and formless. He was a face on a pile. Then the wind started taking bits and pieces and carrying them away. Like I told the police, he didn’t touch me, but I knew some of the kids he’d done it to. He’d done it to Danvers. I remember once when all the other kids were gone, I’d stayed after class, Mr Gregor bent himself close to my ear and told me the real story. “You’re a wicked one,” he said when he was done, “just like Don Whitman.”
They used to scare us with Don Whitman, the adults: the other teachers, our parents, the priest. But no one ever explained it. They’d just say, “You better do what we want or else Don Whitman will come back and get you.” Mr Gregor was the only one ever to tell it to me with details. He told it different, too. He said he remembered because he was the same age as Don Whitman and they went to the same school. He said that what the others say they remember is like Cain and Abel or Little Red Riding Hood. Even the landscape tells the fairy tale. After it happened, Don Whitman’s school got torn down, then his house. And the bells in the Church got changed: the ones they rang after Elizabeth Cartwell had come back hysterical with the news.
You can’t tear down or change a man’s memory, Mr Gregor told me.
Once you see, it’s forever.
Elizabeth Cartwell’s parents moved away as soon as the police investigation finished. A lot of people moved away. But Mr Gregor showed me a newspaper from Hill City, North Dakota from some years later. The paper was yellow but you could read the black print fine. The story was about a girl who’d killed herself. The photo was of Elizabeth Cartwell. As he held it out for me to see, his hand shook and I felt his breath grow warmer against the skin around my neck. Nothing made him shake as much as what happened to Elizabeth Cartwell, not even the details.
Don Whitman was seventeen when he did it. He was handsome, with wide shoulders and played football. All the girls liked him. He was going to go to college. Maybe that’s why they thought he was ready: they thought he was a man. They thought he’d be with them. It was a school night when they woke him and drove out to the old pumping station, so that he could see everything for himself. They wanted to make him a part of it just like they were. If he saw, he would want it just like they did. I was always told that he drove out there by himself, but Mr Gregor told me that’s part of the lie. He said Don Whitman’s father was in the car with the mayor and the chief of police. He said, “How would he have found the place by himself—why would he have gone looking?”
The place is in a wood not far from the border. Of course, the whole underground is filled with cement now, but you can still see where the opening used to be: a fat tube sticking out of the ground, just big enough for a man to crawl down into. There was a hatch on it then, and thick locks. The hatch was sound-proof. If you stood right beside it, you couldn’t hear a thing, but as soon as you opened the hatch you could smell the insides and hear the moans start to drift upwards into the world. A steel ladder led down. Mr Gregor says they all knew about it, everyone: all the adults. They’d all been down that ladder. All of them had seen it.
Don Whitman went down the ladder, too. He must have smelled the insides grow stronger and heard the moaning echo louder with every rung but he kept going. On the ground above, his father spoke to the mayor and they both felt proud. Don Whitman must have been more scared of coming up and disappointing them than of not going down to the limit. But when he reached the bottom, the very bottom, and put his feet to the hard concrete and saw it before his own eyes, something inside of him must have broken—
“They sugarcoat it and they make a child’s game of it because they’re too scared to remember the truth,” Mr Gregor told me. “They can’t forget it, but it’s a stain to them, so they cover it up and pretend that everything’s clean.”
Don Whitman saw the vastness of the interlocking chambers and, within them, the writhing, ecstatic, swollen no-people of the underground, human-like but non-human, cross-bred mammals draped in plaster-white skin pinned to numb faces, men, women and children, male and female, naked, scared, dirty, with humans—humans Don Whitman knew and recognized—among them, on them and under them, hitting them, squeezing them, making them hurt, making monstrous sounds with them, all under slowly rotating heat lamps, all open and together, one before another, and then someone, someone Don Whitman knew, must have put a hand on Don Whitman’s shoulder and Don Whitman would have asked, “But what now, what am I supposed to do?” and then, from somewhere deep within the chambers, from a place not even Don Whitman would ever see, a voice answered:
“Anything.”
Mr Gregor pulled away from me and I felt my body turn cold. Icy sweat crawled under my collar and below my thighs.
I’d been told Don Whitman had found the old pumping station and lured the police to it, that they’d called others—including Don Whitman’s father—to talk him out of any violence, but that he’d snapped and murdered them all without firing a single shot, with his bare hands, and dumped the bodies into the metal pipe sticking out of the ground, the one just wide enough for a man to fit through. Then he’d disappeared. It wasn’t until days later that Elizabeth Cartwell found the bodies and there was never any sign of Don Whitman after that. The manhunt failed. So the church bells rang, the school was torn down, the pipe was filled in and, ever since, the adults scare their children with the story of the high school boy who’d done a terrible, sinful thing and vanished into thin air.
“And why would she decide to go out there?” Mr Gregor asked—meaning Elizabeth Cartwell—his eyes dead-set through a window at the raining world outside. “It’s as transparent as a sheet of the Bible, every word of it. They all pretend to believe because they’ve all made it up together. But the police reports, the testimony, the news stories, the court records, the verdict: a sham, a falsification made truth because a thousand people and a judge repeat it, word-for-word, every night before bed.”
I tried to stand but couldn’t. My heart was pounding me back into the chair. I was thinking about my mother and father. I had only enough courage for one question, so I asked, “What happened to the no-people?”
Mr Gregor turned suddenly and laughed so fierce the rain lashed the windows even harder. He came toward me. He put a delicate hand on each of my shoulders. He bent forward until his lips were almost touching mine and, his eyes staring at me like one stares at the Devil, said:
“Buried in the concrete. Buried alive, buried dead—”
I pushed him away.
He stumbled backward without losing his balance.
I forced myself off the chair, praying that my legs would keep. My knees shook but held. In front of me, Mr Gregor rasped for air. A few long strands of his thin hair had fallen across his forehead. He was sweating.
“He was a coward, that little boy, Don Whitman. Without him, we wouldn’t need to live under the whip of elaborate lies designed by weaker people turned away and shamed by the power of the natural order of things. They trusted him, and he betrayed us all. The fools! The weakling! Imagine,” Mr Gregor hissed, “just imagine what we could have had, what we could have experienced down there, at the very bottom, in the chambers...”
His eyes spun and his chest heaved as he grew excited, but soon he lost his venom and his voice returned to normal.
Finally, he said without any nastiness, “You’re a wicked one, just like Don Whitman.”
And I ran out.
Danvers prodded me awake. I must have fallen asleep during the night because when I opened my eyes it was morning already. The sun was up and the flames gone, but the fire was still warm. Mr Gregor’s dead face still rested atop a pile of ashes. Cauley was asleep on the dirt across from us. I could tell Danvers hadn’t slept at all. He said he’d been to a farmhouse and called the police. We woke up Cauley and talked over what we’d say when they got here. We decided on something close to the truth: Mr Gregor had taken the three of us camping and, when he tried to do a bad thing, we put up a fight and knocked him into the flames. Cauley said it might be suspicious because of how easily Mr Gregor had burned, but Danvers said that some people were like that—they burned quick and whole—so we needn’t say a word about the gasoline. When the police came, they were professional and treated us fair, but when they took me aside to talk to me about the accident, every time I tried to tell them about the bad things Mr Gregor had done, they wouldn’t hear it, they just said it was a shame there’d been an accident and someone had died.
At home, I asked my parents whether Mr Gregor was a bad person for what he’d done to Danvers and others. My mother didn’t say anything. My father looked at me like he was looking at the Devil himself and said morality was not so simple and that people had differing points of view and that, in the end, much depended not on what you did, but who you did it to—like during the war, for example. There were some who deserved to be done-to and others whose privilege it was to do. Then he picked up his magazine and told me it was best not to think about such things at all.
I did keep thinking about them, and about Don Whitman, too. When I got to high school, I was too old to scare with monsters, but once in a while I’d hear one of the adults tell a kid he better do as he’d been told or Don Whitman would come back and get him. I wondered if maybe people scare others with monsters they’re most scared of themselves. I even thought about investigating: taking a pick-axe to the pumping station and cracking through concrete or investigating records of how much of it had been poured in there. But I figured the records could have been fixed and one person with a pick-axe wouldn’t get far before the police came and I didn’t trust them anymore. I also had homework to worry about and I started seeing a girl.
I’d almost forgotten about Don Whitman by the time my mother sent me out one evening with my dad’s rifle to hunt down a coyote she said had been attacking her hens. I took a bike, because it was quiet, and was roaming just beyond town when I saw something kick up dust in a field. I shot at it, missed and it scurried off. I pedaled after it until it seemingly disappeared into nowhere. I kept my eye firm on the spot I saw it last and when I got close enough, I saw there was a small hole in the ground there. I stuck the rifle in and the hole felt bigger on the inside, so I stomped all around till the hole caved and where there’d been a mouse-sized hole now there was an opening a grown man could fit through. It seemed deep, which made me curious, because there aren’t many caves around here, so I stuck my feet in but still couldn’t feel the bottom. I slid in a little further, and further still, and soon the opening was above my head and I was inside with my whole body.
It was dark but I could feel the ground sloping. When my eyes accustomed to the gloom, I saw enough to tell there was a tunnel leading into the depths and that it was big enough for me to crawl through. I didn’t have a light but I knew it was important to try the hole. Maybe there were no-people at the bottom. Mostly, though, I didn’t think—I expected: that every time I poked ahead with the rifle, I’d hit earth and the tunnel would be done.
That never happened. I descended for hours. The tunnel grew narrower and the slope sharpened. Fear tightened around my chest. I lost track of time. There wasn’t enough space to turn my body around and I’d been descending for so long it was foolish to backtrack. Surely, the tunnel led somewhere. It was not a natural tunnel, I told myself, it must lead somewhere. I should continue until I reached the end, turn around and return to the surface. The trick was to keep calm and keep moving forward.
And I was right. Several hours later the tunnel ended and I crawled out through a hollow in the wall of a huge grotto.
I stood, stretched my limbs and squinted through the dimness. I couldn’t see the other end of the grotto but the wall curved so I thought that maybe if I went along I might get to the other end. My plan of an immediate return to the surface was on hold. I had to see what lived here. Images of no-people raced through my head. I readied my rifle and proceeded, slowly at first. Where the tunnel had been packed dirt and clay, the walls and floor of the grotto were solid rock. There was moisture, too. It flowed down the walls and gathered in depressions on the floor.
Although at first the wall felt smooth, soon I began to feel a texture to it—like a washboard. The ceiling faded into view. The grotto was getting smaller. And the texture was becoming rougher, more violent. I was thinking about the texture and Mr Gregor’s burnt body when a sound sent me sprawling. My elbow banged against the rock and I nearly cried out. My heart was beating like it had beaten me into my chair in the classroom. The sound was real: faint but clear and echoing. It was the sound of continuous and rhythmic scratching.
I crawled forward, holding the rifle in front. The scratching grew louder. I thought about calling out, but suddenly felt foolish to believe in no-people or anything of that kind. It seemed more sensible to believe in large rodents or coyotes with sharp teeth. I could have turned back, but the only thing more frightening than a monster in front is a monster behind, so I pulled myself on.
In fact, I was crawling up a small hill and, when I had reached the top, I looked down and there it was:
His was a human body. Though hunched, he stood on human legs and scratched with human hands. His movements were also clearly a man’s movements. There was nothing feminine about them. His half-translucent skin was grey, almost white, and taut; and if he had any hair, I didn’t see it. His naked body was completely smooth. I looked at him for a long time with dread and disgust. His arms didn’t stop moving. Whatever they were scratching, they kept scratching. Even when he turned and his head looked at me, even as I—stunned—frozen in terror, recoiled against the wall, still his arms kept moving and his hands clawing.
For a few seconds, I thought he’d seen me, that I was done for.
I gripped the rifle tight.
But as I focused on his face, I realized he hadn’t seen me at all. He couldn’t see me. His face, so much like a colourless swollen skull, was punctuated by two black and empty eye sockets.
He turned back to face the wall he was scratching. I turned my face, too. The texture on the wall was his. The deeper the grooves, the newer the work. I put down the rifle and put my hand on the wall, letting my fingers trace the contours of the texture. It wasn’t simple lines. The scratching wasn’t meaningless. These were two words repeated over and over, sometimes on top of each other, sometimes backwards, sometimes small, sometimes each letter as big as a person, and they were all around this vast underground lair, everywhere you looked—
Two words: Don Whitman.
He’d made this grotto. I felt feverish. The sheer greatness, the determination needed to scratch out such a place with one’s bare hands. Or perhaps the insanity—the punishment. If I hadn’t been sitting, a wave of empathy would have knocked me to the wet, rocky floor. I picked up the rifle. I could put Don Whitman out of his misery. I lifted the rifle and pointed it at the distant figure writing his name pointlessly into the wall. With one pull of the trigger, I could show him infinite mercy. I steadied myself. I said a prayer.
Don Whitman stopped scratching and wailed.
I bit down on my teeth.
I hadn’t fired yet.
He grabbed his head and fell to his knees. The high-pitched sound coming from his throat was unbearable. I felt like my mind was being ripped apart. I dropped the rifle and covered my ears. Again, Don Whitman turned. This time with his entire body. He crawled a few steps toward me—still wailing—before stopping and falling silent. He raised his head. Where before had been just eye sockets now there were eyes. White, with irises. Somehow, they’d grown.
He got to his feet and I was sure that he could see me now. He was staring at me. I called his name:
“Don Whitman!”
He didn’t react. Thoughts raced through my mind: what should I do once he comes toward me? Should I defend myself or should I embrace him?
But he didn’t step forward.
He took one step back and lifted his long fingers to his face. His nails, I now saw, were thick and curved as a bird’s talons. He moved them softly from his forehead, down his cheeks and up to his eyes, into which, without warning, he pressed them so painfully that I felt my own eyes burn. When he brought his fingers back out, in each hand he held a mashed and bleeding eyeball. These he put almost greedily into his mouth, one after the other, then chewed, and swallowed.
Having nourished his body, he returned to the wall and began scratching again.
As I watched the movements of his arms, able to follow the pattern of the letters they were carving, I no longer felt like killing him. If he wanted to die, he could die: he could forego water, he could refuse to eat. He didn’t want to die. He wanted to keep scratching his name into the walls of this grotto: Don Whitman, Don Whitman, Don Whitman…
I watched him for a long time before I realized that I would have to get to the surface soon. People would begin to worry. They might start looking for me. And as much as I needed to know the logic behind Don Whitman’s grotto, I also needed food. I couldn’t live down here. I couldn’t eat my own eyes and expect them to grow back. Eventually, I would either have to return to the world above or die.
I put my hand on the grotto wall and began to mentally retrace my steps. A return would not be difficult. All I would need to do was follow—
That’s when I knew.
The geography of it hit me.
The hole I’d entered was on the outskirts of town. The tunnel sloped toward the town. That meant this grotto was below the town. The town hall, the bank, the police station, the school—all of it was lying unknowingly on top of a giant expanding cavity. One day, this cavity would be too large, the town would be too heavy, and everything would collapse into a deep and permanent handmade abyss. Don Whitman would bury the town just as the town had buried the no-people. Everything would be destroyed. Everyone would die. That was Don Whitman’s genius. That was his life’s work.
I picked up the rifle and faced Don Whitman for the final time.
He must have known that I was there. He’d heard me and had probably seen me before he pulled out his eyes, yet he just continued to scratch. Faced with death, he kept working.
As I stood there, I had no doubt that, left in peace, Don Whitman would finish his project. His will was too powerful. The result would be catastrophic. It was under these assumptions that I made the most moral and important decision of my life:
I walked away.

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Rates	Paypal	Crypto	Wise	Cashapp
Paypal	-	92-90%	98%	98%
Crypto	97%	-	98%	98%
Wise	-	90%	-	98%
Bank	98%	90%	98%	98%

The table can be hard to read. Here are rates in sentences:

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• Converting Paypal to Cashapp has a 98% rate.
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• Converting Bank Transfer to Cashapp has a 98% rate.

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Contact him darkdantehackingagency AT GMAIL DOT COM
Many services he can render include: Social Media Hack( Snapchat, WhatsApp, Instagram, Facebook/Messenger, Twitter, Viber etc.), GPS Location Tracking, Recovering of lost bitcoin/ bitcoin account, Incoming calls Restriction, Intercepting and Retrieving Instant Messages, Grade Hacking, Credit Score Increase, USSD Control Commands, WhatsApp Spy, Viber Spy, Facebook/Messenger Spy, Skype Spy, Hacking into Databases of all kinds, Calendar Monitoring, Internet Usage Monitoring, Remotely Accessing SMS, Game Hacking and Cracking, Key Logging, Remote Email Spying, and more. Also Colleges/University upgrades, mobile phone hack and provider, Clearing criminal record, clear your bank debt and mortgage, retrieve deleted files, private investigator, crypto currency wallet hijack, erase leaked sex tape of all kinds. He also sell email extractor, bulk google voice, turbo mailer, bulk emails and any hacking app. What made me had trust in him was his offer of total Refund of any displeasing services but i didn't have to use that Choice.

I found this amazing male hacker. he helped me cleared my doubts and was extremely helpful so if you are in need of a hacker that is knowledgeable, reliable, efficient and actually knows what his doing, i'll advice you contact this hacker, he listens and was very understanding. His skills are extraordinary, he also provided a friend of mine with phone monitoring hack which helped her get through her divorce. They are also expert with recover of scam funds and investment funds or If you ever need the service of a hacker to hack any website or for any other hacking service.
Contact him darkdantehackingagency AT GMAIL DOT COM
Many services he can render include: Social Media Hack( Snapchat, WhatsApp, Instagram, Facebook/Messenger, Twitter, Viber etc.), GPS Location Tracking, Recovering of lost bitcoin/ bitcoin account, Incoming calls Restriction, Intercepting and Retrieving Instant Messages, Grade Hacking, Credit Score Increase, USSD Control Commands, WhatsApp Spy, Viber Spy, Facebook/Messenger Spy, Skype Spy, Hacking into Databases of all kinds, Calendar Monitoring, Internet Usage Monitoring, Remotely Accessing SMS, Game Hacking and Cracking, Key Logging, Remote Email Spying, and more. Also Colleges/University upgrades, mobile phone hack and provider, Clearing criminal record, clear your bank debt and mortgage, retrieve deleted files, private investigator, crypto currency wallet hijack, erase leaked sex tape of all kinds. He also sell email extractor, bulk google voice, turbo mailer, bulk emails and any hacking app. What made me had trust in him was his offer of total Refund of any displeasing services but i didn't have to use that Choice.

I found this amazing male hacker. he helped me cleared my doubts and was extremely helpful so if you are in need of a hacker that is knowledgeable, reliable, efficient and actually knows what his doing, i'll advice you contact this hacker, he listens and was very understanding. His skills are extraordinary, he also provided a friend of mine with phone monitoring hack which helped her get through her divorce. They are also expert with recover of scam funds and investment funds or If you ever need the service of a hacker to hack any website or for any other hacking service.
Contact him darkdantehackingagency AT GMAIL DOT COM
Many services he can render include: Social Media Hack( Snapchat, WhatsApp, Instagram, Facebook/Messenger, Twitter, Viber etc.), GPS Location Tracking, Recovering of lost bitcoin/ bitcoin account, Incoming calls Restriction, Intercepting and Retrieving Instant Messages, Grade Hacking, Credit Score Increase, USSD Control Commands, WhatsApp Spy, Viber Spy, Facebook/Messenger Spy, Skype Spy, Hacking into Databases of all kinds, Calendar Monitoring, Internet Usage Monitoring, Remotely Accessing SMS, Game Hacking and Cracking, Key Logging, Remote Email Spying, and more. Also Colleges/University upgrades, mobile phone hack and provider, Clearing criminal record, clear your bank debt and mortgage, retrieve deleted files, private investigator, crypto currency wallet hijack, erase leaked sex tape of all kinds. He also sell email extractor, bulk google voice, turbo mailer, bulk emails and any hacking app. What made me had trust in him was his offer of total Refund of any displeasing services but i didn't have to use that Choice.

I found this amazing male hacker. he helped me cleared my doubts and was extremely helpful so if you are in need of a hacker that is knowledgeable, reliable, efficient and actually knows what his doing, i'll advice you contact this hacker, he listens and was very understanding. His skills are extraordinary, he also provided a friend of mine with phone monitoring hack which helped her get through her divorce. They are also expert with recover of scam funds and investment funds or If you ever need the service of a hacker to hack any website or for any other hacking service.
Contact him darkdantehackingagency AT GMAIL DOT COM
Many services he can render include: Social Media Hack( Snapchat, WhatsApp, Instagram, Facebook/Messenger, Twitter, Viber etc.), GPS Location Tracking, Recovering of lost bitcoin/ bitcoin account, Incoming calls Restriction, Intercepting and Retrieving Instant Messages, Grade Hacking, Credit Score Increase, USSD Control Commands, WhatsApp Spy, Viber Spy, Facebook/Messenger Spy, Skype Spy, Hacking into Databases of all kinds, Calendar Monitoring, Internet Usage Monitoring, Remotely Accessing SMS, Game Hacking and Cracking, Key Logging, Remote Email Spying, and more. Also Colleges/University upgrades, mobile phone hack and provider, Clearing criminal record, clear your bank debt and mortgage, retrieve deleted files, private investigator, crypto currency wallet hijack, erase leaked sex tape of all kinds. He also sell email extractor, bulk google voice, turbo mailer, bulk emails and any hacking app. What made me had trust in him was his offer of total Refund of any displeasing services but i didn't have to use that Choice.

I found this amazing male hacker. he helped me cleared my doubts and was extremely helpful so if you are in need of a hacker that is knowledgeable, reliable, efficient and actually knows what his doing, i'll advice you contact this hacker, he listens and was very understanding. His skills are extraordinary, he also provided a friend of mine with phone monitoring hack which helped her get through her divorce. They are also expert with recover of scam funds and investment funds or If you ever need the service of a hacker to hack any website or for any other hacking service.
Contact him darkdantehackingagency AT GMAIL DOT COM
Many services he can render include: Social Media Hack( Snapchat, WhatsApp, Instagram, Facebook/Messenger, Twitter, Viber etc.), GPS Location Tracking, Recovering of lost bitcoin/ bitcoin account, Incoming calls Restriction, Intercepting and Retrieving Instant Messages, Grade Hacking, Credit Score Increase, USSD Control Commands, WhatsApp Spy, Viber Spy, Facebook/Messenger Spy, Skype Spy, Hacking into Databases of all kinds, Calendar Monitoring, Internet Usage Monitoring, Remotely Accessing SMS, Game Hacking and Cracking, Key Logging, Remote Email Spying, and more. Also Colleges/University upgrades, mobile phone hack and provider, Clearing criminal record, clear your bank debt and mortgage, retrieve deleted files, private investigator, crypto currency wallet hijack, erase leaked sex tape of all kinds. He also sell email extractor, bulk google voice, turbo mailer, bulk emails and any hacking app. What made me had trust in him was his offer of total Refund of any displeasing services but i didn't have to use that Choice.

Hey all! Wondering how everyone feels about this subject. I am non-profit/govt or bust, dreaming of FC & unicorn PI. I am a super splitter, 3.:( & 17:), so chances of schollys are fairly low, and no dreams of making bank right out the door w/ big law.
Given that the majority of the T-14 have pretty sweet LRAP programs… do I just suck up my fear of debt and trust that if I get into a T-14 the LRAP & PSLF will take care of me?

We have entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC (“Wainwright”) relating to the sale of our common stock, $0.0001 par value per share (“Common Stock”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the At The Market Offering Agreement, we may offer and sell up to $50,000,000 of shares of our Common Stock from time to time through Wainwright acting as agent.
Sales of our Common Stock, if any, under this prospectus supplement and accompanying prospectus may be made in sales deemed to be “at the market equity offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through Nasdaq or any other existing trading market in the United States for our Common Stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. If we and Wainwright agree on any method of distribution other than sales of shares of our common stock on or through Nasdaq or another existing trading market in the United States at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. Wainwright is not required to sell any specific dollar amount of shares but will use its commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices and applicable laws and regulations, subject to the terms of the At The Market Offering Agreement on mutually agreed terms between Wainwright and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Wainwright will be entitled to compensation at a fixed commission rate of 3.0% of the gross sales price per share sold under the At The Market Offering Agreement. In connection with the sale of our common stock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Wainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Wainwright with respect to certain liabilities, including liabilities under the Securities Act.
We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and are subject to reduced public company reporting requirements. See “Prospectus Supplement Summary ‒ Emerging Growth Company” and ”‒ Smaller Reporting Company.” Our Common Stock and warrants are listed on the Nasdaq Capital Market under the symbols “ADN” and “ADNWW”, respectively. On June 1, 2023, the closing price of our Common Stock was $0.88 per share and the closing price of our warrants was $0.11 per share.
You should read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference in this prospectus supplement carefully before you invest.
Investing in our securities involves a high degree of risk. See the information contained under “Risk Factors” on page 5 of this prospectus supplement and in the related sections noted in the accompanying prospectus, and in the documents incorporated by reference herein and therein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
THE OFFERING
Securities offered
Shares of our Common Stock having an aggregate offering price of up to $50,000,000.
Common Stock to be Outstanding after this offering(1)
Up to 106,818,182 shares of Common Stock, assuming sales of 56,818,181 shares of Common Stock in this offering at an assumed offering price of $0.88 per share, which was the last reported sale price of our shares of Common Stock on Nasdaq on June 1, 2023. The actual number of shares of Common Stock issued will vary depending on the sales price under this offering at which shares may be sold from time to time during this offering.
Manner of offering
“At the market offering” as defined in Rule 415(a)(4) under the Securities Act that may be made from time to time through our sales agent, Wainwright. See “Plan of Distribution” on page S-12 of this prospectus supplement.
Use of Proceeds
We intend to use the net proceeds to fund the operating expenses and capital expenses for product development and plan to make substantial investments over the next several years, among others, in new production equipment and warehousing, systems assembly line, MEA assembly automation, aeronautical stacks, facility expansion, new hirings and for working capital and general corporate purposes. See “Use of Proceeds” on page S-11 of this prospectus supplement.
Risk Factors
Investing in our securities involves a high degree of risk. See the “Risk Factors” section of this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement for a discussion of factors to consider before deciding to purchase our securities.
Trading Symbols Our Common Stock and warrants are listed on the Nasdaq Capital Market under the symbols “ADN” and “ADNWW”, respectively.
(1) The number of shares of Common Stock outstanding immediately after this offering is based on 53,097,236 shares of Common Stock outstanding as of June 1, 2023, and does not include (a) 26,369,557 shares issuable upon exercise of outstanding warrants, and (b) 3,289,855 shares of Common Stock issuable upon exercise of outstanding options, 2,288,772 shares issuable upon vesting of outstanding restricted stock units, 33,671 shares issuable upon outstanding restricted stock units that have vested, and 295,196 shares of Common Stock reserved for future issuance of awards pursuant to the Company’s 2021 Equity Incentive Plan. Unless otherwise indicated, this prospectus supplement assumes no exercise of outstanding stock options or warrants and no settlement of outstanding restricted stock units.
RISK FACTORS
Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risks set out below and the other documents incorporated by reference in this prospectus supplement that summarize the risks that may materially affect us and our business before making an investment in our securities. Please see “Incorporation by Reference”. If any of these risks occur, our business, results of operations or financial condition could be materially adversely affected. In that case, the trading price of our securities could decline, and you may lose all or part of your investment. The risks set out in this prospectus supplement are not the only risks we face. You should also refer to the other information set forth in this prospectus supplement as well as those incorporated by reference herein and therein, including financial statements and the related notes, for further risks faced by us.
The Company and its securities should be considered a speculative investment due to the high-risk nature of our business, and you should carefully consider all of the information disclosed in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein prior to making an investment in the Company. In addition, the following risk factors should be given special consideration when evaluating an investment in the securities.
Risks Related to the Business
We have incurred losses since inception and we expect that we will continue to incur losses for the foreseeable future.
We have not been profitable since operations commenced, and we may never achieve or sustain profitability. We expect to continue to incur net losses and generate negative cash flows until we can produce sufficient revenues and gross profit to cover our costs. We may never become profitable. Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future. We will require significant additional capital to continue operations and to implement our business strategy. We cannot estimate with reasonable certainty the actual amounts necessary to successfully complete the development, manufacture and commercialization of our products and there is no certainty that we will be able to raise the necessary capital on reasonable terms or at all.
Our audited financial statements included a statement that there is a substantial doubt about our ability to continue as a going concern and a continuation of negative financial trends could result in our inability to continue as a going concern.
Our audited financial statements as of and for the year ended December 31, 2022 were prepared on the assumption that we would continue as a going concern. Our audited financial statements as of and for the year ended December 31, 2022 did not include any adjustments that might result from the outcome of this uncertainty. Our management has determined that there is a substantial doubt about our ability to continue as a going concern over the next twelve months based on the insufficient amount of cash and cash equivalents as of the financial statement filing date and our independent auditors have included a “going concern” explanatory paragraph in their report on our financial statements as of and for the year ended December 31, 2022. In July 2022, we received official ratification from the European Commission of the European Union for one of the Important Projects of Common European Interest (“IPCEI”), Green HiPo. This project provides for the availability of funding of €782.1 million over the next six years. As of the issuance date of the consolidated financial statements, we have not received an agreement which provides the terms of the funding. In addition to Green HiPo, management may pursue additional capital raises in the future. We cannot provide assurance that we will be able to obtain additional funding on acceptable terms, if at all. If we are unable to obtain sufficient funding, we could be required to delay our development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects. The reaction of investors to the inclusion of a going concern statement by our independent auditors, and our potential inability to continue as a going concern, could materially adversely affect the price of our Common Stock.
We continue to generate a low level of revenue from our core products.
Based on conversations with existing customers and incoming inquiries from prospective customers, we anticipate substantial increased demand for our MEAs and fuel cell systems from a wide range of customers as we scale up our production facilities and testing capabilities, and as the awareness of our MEA capabilities becomes widely known in the industry. We expect both existing customers to increase order volume, and to generate substantial new orders from new customers, with some of whom we are already in discussions regarding prospective commercial partnerships and joint development agreements. As of December 31, 2022, we were still generating a low level of revenues compared to our future projections and have not made any commercial sales to new customers.
Risks Related to the Offering
A return on the Common Stock purchased in this offering is not guaranteed.
There is no guarantee that the shares of Common Stock purchased in this offering will earn any positive return in the short term or long term. Investing in our Common Stock is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Investing in our securities is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings.
We may not be able to maintain compliance with the continued listing requirements of the Nasdaq Capital Market.
Our common stock is listed on the Nasdaq Capital Market. To maintain that listing, we must satisfy minimum financial and other requirements including, without limitation, a requirement that our closing bid price be at least $1.00 per share.
On May 24, 2023, we were notified by Nasdaq Listing Qualifications Staff about bid price deficiency. The Company is reviewing plans to regain compliance with the $1.00 closing bid price requirement. If the Company does not regain compliance with the bid price requirement by November 30, 2023, the Company may be eligible for an additional 180-calendar day compliance period so long as it satisfies the criteria for initial listing on the Nasdaq Capital Market and the continued listing requirement for market value of publicly held shares and the Company provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If we fail to continue to meet all applicable continued listing requirements for The Nasdaq Capital Market in the future and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, our ability to obtain financing to repay debt and fund our operations.
We currently do not have enough authorized shares of common stock to issue all shares offered hereunder and we require stockholder approval and the subsequent filing with the Secretary of State of the State of Delaware a certificate of amendment to our second amended and restated certificate of incorporation to effect an increase of the authorized number of shares of common stock available for issuance under the At The Market Offering Agreement. There is no assurance that such stockholder approval will be obtained which will limit our ability to raise capital and could materially and adversely affect the Company’s business, financial condition and results of operations.
We do not have enough shares of Common Stock currently authorized under our second amended and restated certificate of incorporation (the “certificate of incorporation”) to issue all shares in the offering to pursuant to the At the Market Offering Agreement. We currently have 110,000,000 shares of common stock authorized under our certificate of incorporation. As of June 1, 2023, we had 53,097,236 shares of Common Stock issued and outstanding, 26,369,557 shares issuable upon exercise of outstanding warrants, 3,289,855 shares issuable upon exercise of outstanding options, 2,288,772 shares issuable upon vesting of outstanding restricted stock units,33,671 shares issuable upon outstanding restricted stock units that have vested, and 295,196 shares available for future issuance as awards under the Company’s 2021 Equity Incentive Plan. We currently do not have sufficient remaining authorized shares of Common Stock to fully utilize sales pursuant to the At The Market Offering Agreement unless and until an increase of our authorized shares of Common Stock is approved by stockholders and we file with the Secretary of State of the State of Delaware a certificate of amendment to our certificate of incorporation effecting such increase. If our stockholders do not approve the increase of authorized shares of Common Stock, our business development and financing alternatives will be limited by the lack of sufficient unissued and unreserved authorized shares of Common Stock, and stockholder value may be harmed, perhaps severely, by this limitation.
We have used almost all of our unreserved, authorized shares.
We have currently used almost all of our unreserved authorized shares and will need stockholder approval to implement an increase in our authorized shares of common stock. Our certificate of incorporation and the Delaware General Corporation Law (the “DGCL”), currently require the approval of stockholders holding not less than a majority of all outstanding shares of capital stock entitled to vote in order to approve an increase in our authorized shares of common stock. We currently plan to seek stockholder approval at our annual meeting, which is scheduled to be held on June 13, 2023. There are no assurances that stockholder approval will be obtained, in which event will be unable to raise additional capital through the issuance of shares of common stock to fund our future operations.
We have broad discretion in the use of proceeds from the offering.
Our management will have broad discretion with respect to the application of net proceeds received by us from the sale of the shares under this prospectus supplement and may spend such proceeds in ways that do not improve our results of operations or enhance the value of the securities. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business or cause the price of our common shares to decline.
The Common Stock offered hereby will be sold in “at the market” offerings, and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no maximum sales price. Pursuant to the At The Market Offering Agreement, our board of directors, or a duly authorized executive committee thereof, may authorize, from time to time, a minimum sales price per share of our common stock sold in this offering, which will limit the Company’s ability to make sales if the price goes below that minimum. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid.
You may experience immediate and substantial dilution in the net tangible book value per share of the Common Stock you purchase.
The price per share of our Common Stock being offered may be higher than the net tangible book value per share of our Common Stock outstanding prior to your purchase and in such case, you will suffer immediate dilution based on the difference between the price you pay per share of our Common Stock and our net tangible book value per share at the time of your purchase.
The actual number of shares we will issue and the total aggregate proceeds resulting from sales made under the At The Market Offering Agreement with Wainwright, at any one time or in total, is uncertain.
Subject to certain limitations in the At The Market Offering Agreement with Wainwright and compliance with applicable law, we have the discretion to deliver sales notices to Wainwright at any time throughout the term of the At The Market Offering Agreement. The number of shares that are sold by Wainwright after delivering a sales notice will fluctuate based on the market price of the Common Stock during the sales period and limits we set with Wainwright, and as such, it is not currently possible to predict the aggregate proceeds to be raised in connection with this offering or the number of shares that will ultimately be issued.
Future issuances of securities may result in substantial dilution to our existing stockholders and investors.
We may issue or sell additional shares of Common Stock or other securities that are convertible or exchangeable into shares of Common Stock in subsequent offerings or may issue additional shares of Common Stock or other securities to finance future acquisitions. We cannot predict the size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances will have on the market price of the shares. Sales or issuances of substantial numbers of shares of Common Stock or other securities that are convertible or exchangeable into Common Stock, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the Common Stock. With any additional sale or issuance of shares of Common Stock or other securities that are convertible or exchangeable into Common Stock, our stockholders will suffer dilution to their voting power and economic interest in the Company. Furthermore, to the extent holders of our stock options, warrants or other convertible securities convert or exercise their securities and sell the shares of Common Stock they receive, the trading price of the Common Stock on Nasdaq may decrease due to the additional amount of shares available in the market.
The market price of our Common Stock may be volatile.
The market price of our Common Stock may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control. This volatility may affect the ability of holders of Common Stock to sell their securities at an advantageous price. Market price fluctuations in our Common Stock may be due to our operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts’ estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by us or our competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Common Stock.
Financial markets have periodically at times experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of our Common Stock may decline even if our operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, our operations could be adversely impacted, and the trading price of our Common Stock may be materially adversely affected.
Sales of a significant number of shares of our Common Stock in the public markets, or the perception that such sales could occur, could depress the market price of our Common Stock.
Sales of a significant number of shares of our Common Stock in the public markets, or the perception that such sales could occur as a result of our utilization of a universal shelf registration statement, our At The Market Offering Agreement with Wainwright or otherwise, could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our Common Stock or the market perception that we are permitted to sell a significant number of our securities would have on the market price of our Common Stock.
Resales of our Common Stock in the public market during this offering by our stockholders may cause the market price of our Common Stock to fall.
We may issue shares of Common Stock from time to time in connection with this offering. The issuance from time to time of these new shares of Common Stock, or our ability to issue new shares of Common Stock in this offering, could result in resales of shares our Common Stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our Common Stock.
A liquid market in our Common Stock on Nasdaq may not be maintained.
Our stockholders may be unable to sell significant quantities of Common Stock into the public trading markets without a significant reduction in the price of their shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Stock on the trading market, and that we will continue to meet the listing requirements of Nasdaq or achieve listing on any other national securities exchange. There can be no assurance that an active and liquid market for our Common Stock will be maintained, and our stockholders may find it difficult to resell shares of Common Stock.
USE OF PROCEEDS
We may issue and sell shares of Common Stock having aggregate sales proceeds of up to $50,000,000 from time to time, before deducting sales agent commissions and expenses. The amount of proceeds from this offering will depend upon the number of shares of our Common Stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the At The Market Offering Agreement with Wainwright.
We intend to use the net proceeds to fund the operating expenses and capital expenses for product development and plan to make substantial investments over the next several years, among others, in new production equipment and warehousing, systems assembly line, MEA assembly automation, aeronautical stacks, facility expansion, new hirings and for working capital and general corporate purposes. Accordingly, we will have broad discretion in the application of the proceeds of this offering. We incurred operating losses and negative operating cash flow for the year ended December 31, 2022 and for the three months ended March 31, 2023. The Company expects to use the net proceeds from the offering in pursuit of its ongoing general business objectives. To that end, a substantial portion of the net proceeds from the offering are expected to be allocated to working capital requirements. To the extent that we have negative operating cash flows in future periods, we may need to deploy a portion of the net proceeds from the offering and/or our existing working capital to fund such negative cash flow.
Our ultimate use might vary substantially from what is stated in this prospectus supplement and will depend on a number of factors, including those referred to under “Risk Factors” in the accompanying prospectus and any other factors set forth in this prospectus supplement.
The amounts and timing of our use of the net proceeds from this offering will depend on a number of factors, such as the timing and progress of any collaborative or strategic partnering efforts, and the competitive environment for our products. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our management will have broad discretion in the timing and application of these proceeds.
All expenses relating to the offering under this prospectus supplement will be paid out of the gross proceeds of the offering.
PLAN OF DISTRIBUTION
We have entered into an At The Market Offering Agreement with Wainwright, pursuant to which we may issue and sell from time to time shares of our Common Stock having an aggregate offering price of up to $50,000,000 through Wainwright as our sales agent pursuant to this prospectus supplement and the accompanying prospectus. Sales of the shares of Common Stock, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act. If we and Wainwright agree on any method of distribution other than sales of shares on or through Nasdaq or another existing trading market in the United States at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act.
Wainwright will offer shares of our Common Stock at prevailing market prices subject to the terms and conditions of the At The Market Offering Agreement as agreed upon by us and Wainwright. We will designate the number of shares which we desire to sell, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in one day and any minimum price below which sales may not be made. Subject to the terms and conditions of the At The Market Offering Agreement, Wainwright will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on our behalf all of the shares requested to be sold by us. We or Wainwright may suspend the offering of the shares of Common Stock being made through Wainwright under the At The Market Offering Agreement upon proper notice to the other party.
Settlement for sales of Common Stock will occur on the second trading day or such shorter settlement cycle as may be in effect under Exchange Act Rule 15c6-1 from time to time, following the date on which any sales are made, or on some other date that is agreed upon by us and Wainwright in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our shares of our Common Stock as contemplated in this prospectus supplement and the accompanying prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and Wainwright may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will pay Wainwright in cash, upon each sale of shares of our common stock pursuant to the At The Market Offering Agreement, a commission of 3.0% of the gross proceeds from each sale of shares. Because there is no minimum offering amount required as a condition to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Pursuant to the terms of the At The Market Offering Agreement, we agreed to reimburse Wainwright for the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the At The Market Offering Agreement in an amount not to exceed $50,000 in the aggregate, in addition to up to a maximum of $2,500 per due diligence update session conducted in connection with each such date the Company files its Quarterly Reports on Form 10-Q. We will report at least quarterly the number of shares of our Common Stock sold through Wainwright under the At The Market Offering Agreement, the net proceeds to us and the compensation paid by us to Wainwright in connection with the sales of shares of our Common Stock.
In connection with the sales of shares of our Common Stock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to Wainwright will be deemed to be underwriting commissions or discounts. We have agreed in the At The Market Offering Agreement to provide indemnification and contribution to Wainwright against certain liabilities, including liabilities under the Securities Act.
The offering of our shares of our Common Stock pursuant to the At The Market Offering Agreement will terminate upon the earlier of the sale of all of the shares of our Common Stock provided for in this prospectus supplement or termination of the At The Market Offering Agreement as permitted therein.
To the extent required by Regulation M, Wainwright will not engage in any market making activities involving our Common Stock while the offering is ongoing under this prospectus supplement.
From time to time, Wainwright may provide in the future various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which they may receive customary fees and commissions. However, we have no present arrangements with Wainwright for any further services.
This prospectus supplement and the accompanying prospectus may be made available in electronic format on a website maintained by Wainwright, and Wainwright may distribute this prospectus supplement and the accompanying prospectus electronically.
The foregoing does not purport to be a complete statement of the terms and conditions of the At The Market Offering Agreement. A copy of the At The Market Offering Agreement is included as an exhibit to our Current Report on Form 8-K that will be filed with the SEC and incorporated by reference into the registration statement of which this prospectus supplement and the accompanying prospectus form a part. See “Where You Can Find More Information” and “Incorporation of Documents By Reference”.
https://www.sec.gov/Archives/edgadata/1744494/000182912623003885/adventtech_424b5.htm

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