Authorized and Outstanding Capital Stock. As of October 28, 2024, the authorized capital stock of the Company consists of (A) 3,000,000,000 shares of Common Stock, of which, 100,328,686 are issued and outstanding and 953,695,341 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 of which are issued and outstanding. There are no shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.)
Authorized and Outstanding Capital Stock. As of October 282, 2024, the authorized capital stock of the Company consists of (A) 3,000,000,000 shares of Common Stock, of which, 100,328,686 are issued and outstanding and 953,695,341 951,641,957 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 2,017 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 23,540 of which are issued and outstanding. There are no shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.)
Authorized and Outstanding Capital Stock. As of October 28March 31, 2024, the authorized capital stock of the Company consists of (A) 3,000,000,000 shares of Common Stock, of which, 100,328,686 48,710,395 are issued and outstanding and 953,695,341 915,547,554 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 22,280 of which are issued and outstanding. There are no shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (Aditxt, Inc.)
Authorized and Outstanding Capital Stock. As of October 28September 20, 2024, the authorized capital stock of the Company consists of (A) 3,000,000,000 shares of Common Stock, of which, 100,328,686 are issued and outstanding and 953,695,341 shares 950,731,328shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 23,280 of which are issued and outstanding. There are no shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (Aditxt, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 500,000,000 shares of Common Stock, of which, 100,328,686 154,598,285 are issued and outstanding and 953,695,341 2,095,207,603 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesNotes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none 5,000 of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 70 of which are issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 500,000,000 shares of Common Stock, of which, 100,328,686 189,961,346 are issued and outstanding and 953,695,341 approximately 3.89 billion shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesNotes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none 5,000 of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 70 of which are issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 200,000,000 shares of Common Stock, of which, 100,328,686 38,433,933 are issued and outstanding as of the date hereof and 953,695,341 shares 22,122,295 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred Shares) ), in each case exercisable or exchangeable for, or convertible into, shares of Common Stock, excluding shares of Common Stock issuable upon the conversion of the Existing Notes and the exercise of the Existing Warrants and an aggregate of 3,352,116 shares of Common Stock issuable pursuant to awards available for grant under the Company’s 2016 Equity Incentive Plan and 2018 Equity Incentive Plan, and (B) 5,000,000 5 million shares of Preferred Stock Stock, of which 1,000 shares (i) none have been designated as Series A Preferred Stock, none of which are issued and outstanding; 5,000 shares (ii) 1,000,000 have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C B Convertible Preferred Stock, none of which are issued and outstanding, 70 shares (iii) 4,268 have been designated as Series D C Convertible Preferred Stock, none of which are issued and outstanding; 2,300 , (iv) 5,775 have been designated as Series E-1 D Convertible Preferred Stock, 1,920 none of which none are issued and outstanding; 95,000 , (v) 15 shares have been designated as Series F-1 E Preferred Stock, 24,000 none of which are issued and outstandingoutstanding prior to the Effective Time. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any outstanding capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 shares of Common Stock, of which, 100,328,686 which 5,560,210 are issued and outstanding and 953,695,341 172,995,810 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesNotes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 1,000,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; , 1,700 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, 70 shares have been designated as Series D Non-Convertible Preferred Stock, none of which are issued and outstanding; , and 2,300 shares have been designated as Series E-1 Preferred Stock, 1,920 1,800 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 of which are issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 6,000,000 shares of Common Stock, of which, 100,328,686 4,991,065 are issued and outstanding and 953,695,341 42,500 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesNotes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 100,000,000 shares of Preferred Stock Stock, 2,500,000 shares of which 1,000 shares have been are designated as Series A B Preferred Stock, none of which 2,500,000 are issued and outstanding; 5,000 , (C) 240,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none of which 73,306 are issued and outstanding, 70 255,474 shares have been of which are designated as Series D Preferred Stock, none of which 255,474 are issued and outstanding; 2,300 have been , 200,000 shares of which are designated as Series E-1 E Preferred Stock, 1,920 of which 200,000 are issued and outstanding; 95,000 , 70,000,000 shares have been of which are designated as Series F Preferred Stock, of which 69,482,229 are issued and outstanding and 1,000,000 shares of which are designated as Series F-1 Preferred Stock, 24,000 of which 517,775 are issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Eastside Distilling, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 500,000,000 shares of Common Stock, of which, 100,328,686 which 4,060,209 are issued and outstanding and 953,695,341 160,514,568 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesNotes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 1,000,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; , 1,700 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, and 70 shares have been designated as Series D Non-Convertible Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 of which are issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.)
Authorized and Outstanding Capital Stock. As of October 28August 9, 2024, the authorized capital stock of the Company consists of (A) 3,000,000,000 shares of Common Stock, of which, 100,328,686 are issued and outstanding and 953,695,341 984,074,201 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 22,780 of which are issued and outstanding. There are no shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 150,000,000 shares of Common Stock, of which, 100,328,686 10,352,018 are issued and outstanding as of the date hereof and 953,695,341 2,595,122 shares of Common Stock are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred Shares) ), in each case exercisable or exchangeable for, or convertible into, shares of Common Stock Stock, and (B) 5,000,000 shares of Preferred Stock Stock, of which 1,000 shares (i) 400,000 have been designated as Series A Preferred Stock, none Stock of which none are issued and outstanding; 5,000 shares and, (ii) 100,000 have been designated as Series B-1 B Preferred Stock, none Stock of which are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, 70 shares (iii) one (1) has been designated as Special Voting Preferred Stock of which one (1) is issued and outstandingly and (iv) 3,422 have been designated as Series D C Preferred Stock, none Stock of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 3,422 shares have been designated as Series F-1 Preferred Stock, 24,000 of which are issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Exchange Agreement (Akerna Corp.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 500,000,000 shares of Common Stock, of which, 100,328,686 170,123,337 are issued and outstanding and 953,695,341 approximately 1.58 billion shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesNotes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none 5,000 of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 70 of which are issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 500,000,000 shares of Common Stock, of which, 100,328,686 as of __________, _________ are issued and outstanding and 953,695,341 approximately _________ shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesNotes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none 5,000 of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 70 of which are issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 60,000,000 shares of Common Stock, of which, 100,328,686 1,148,353 are issued and outstanding and 953,695,341 2,132,462 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Existing Series B Preferred Shares, Preferred Shares, Existing Warrants and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 2,500 shares of Existing Series B-1 Preferred Stock Shares (not including additional 146 shares of which 1,000 shares have been designated as Existing Series A B-1 Preferred StockShares not authorized but required to be delivered to the Existing Investors), none 2,646 of which are issued and outstanding; 5,000 outstanding and 1,800 shares have been designated as of Existing Series B-1 B-2 Preferred StockShares (not including additional 105 shares of Existing Series B-2 Preferred Shares not authorized but required to be delivered to the Existing Investors), none 1,905 of which are issued and outstanding; 5,000 outstanding (in each case, prior to the consummation of the transactions contemplated by the Exchange Agreements and certain related transactions, and 4,750 shares have been designated as of Series B-2 C-1 Preferred Stock, none Stock authorized and 4,750 shares of which are issued and outstanding; 1,700 shares have been designated as Series C C-1 Preferred Stock, none Stock outstanding upon the consummation in full of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 of which are issued and outstandingthe transactions contemplated by the Exchange Agreements). There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (IMAC Holdings, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 50,000,000 shares of Common Stock, of which, 100,328,686 35,199,478 are issued and outstanding and 953,695,341 14,259,023 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesShares and the Common Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 (i) 333,401 shares of Preferred Stock of which 1,000 shares have been designated as Series A Redeemable Preferred Stock, none 333,401 of which are issued and 95,312 are outstanding; 5,000 , (ii) 1,111,200 shares have been designated as of Series B-1 B Preferred Stock, none 428,333 of which are issued and none are outstanding; 5,000 , (iii) 1,000,000 shares have been designated as of Series B-2 C Preferred Stock of the Company (the “Series C Preferred Stock”), none 427,500 of which are issued and 417,500 are outstanding; 1,700 , (iv), 20,000 shares have been designated as of Series C D Preferred Stock, none 18,850 of which are issued and 6,250 are outstanding, 70 (v) 714,519 shares have been designated as of Series D E Preferred Stock, none 714,519 of which are issued and none are outstanding; 2,300 have been designated as , and (ii) 30,090 shares of Series E-1 F Preferred Stock, 1,920 13,611 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 of which 11,002 are issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase and Exchange Agreement (Renovare Environmental, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 500,000,000 shares of Common Stock, of which, 100,328,686 10,584,349 are issued and outstanding and 953,695,341 71,410 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesNew Note) exercisable or exchangeable for, or convertible into, shares of Common Stock and Stock, (B) 5,000,000 25,000,000 shares of Preferred Stock Class B Common Stock, of which 1,000 which, none are issued and outstanding and none are reserved for issuance pursuant to Convertible Securities exercisable or exchangeable for, or convertible into, shares have been designated as of Class B Common Stock, and (C) (I) 1,000,000 shares of Series A Convertible Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none 7,040 of which are issued and outstanding, 70 (II) 500,000 shares have been designated as of Series B Convertible Preferred Stock, 125,000 of which are issued and outstanding, (III) 2,000,000 shares of Series D Cumulative Redeemable Perpetual Preferred Stock, 425,197 of which are issued and outstanding, (IV) 83,000 shares of Series E Convertible Preferred Stock, none which are issued and outstanding, (V) 1,000 shares of Series F Convertible Preferred Stock, none which are issued and outstanding, (VI) 16,000 shares of Series G Convertible Preferred Stock, none which are issued and outstanding, and (VII) 21,400,000 shares of undesignated Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 of which are is issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries).
Appears in 1 contract
Samples: Securities Exchange Agreement (Ault Alliance, Inc.)
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 250,000,000 shares of Common Stock, of which, 100,328,686 8,307,895 shares are issued and outstanding and 953,695,341 677,201 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesShares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 10,000,000 shares of Preferred Stock Stock, of which, 1,150,000 shares have been designated as Series Seed Preferred Stock, none of which 1,000 are issued and outstanding, 10,000 shares have been designated as Series A Preferred Stock, none of which shares are issued and outstanding; 5,000 , 2,700,000 shares have been designated as Series B-1 B Preferred Stock, none of which shares are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued outstanding and outstanding; 1,700 10,000 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 of which are issued and outstanding. There are no 12,934 shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Authorized and Outstanding Capital Stock. As of October 28August [9], 2024, the authorized capital stock of the Company consists of (A) 3,000,000,000 shares of Common Stock, of which, 100,328,686 are issued and outstanding and 953,695,341 984,074,201 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; 1,700 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, 70 shares have been designated as Series D Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 22,780 of which are issued and outstanding. There are no shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Authorized and Outstanding Capital Stock. As of October 28, 2024the date hereof, the authorized capital stock of the Company consists of (A) 3,000,000,000 500,000,000 shares of Common Stock, of which, 100,328,686 which 2,524,239 are issued and outstanding and 953,695,341 158,381,092 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred SharesNotes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock of which 1,000 1,000,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-1 Preferred Stock, none of which are issued and outstanding; , 5,000 shares have been designated as Series B-2 Preferred Stock, none of which are issued and outstanding; , 1,700 shares have been designated as Series C Preferred Stock, none of which are issued and outstanding, and 70 shares have been designated as Series D Non-Convertible Preferred Stock, none of which are issued and outstanding; 2,300 have been designated as Series E-1 Preferred Stock, 1,920 of which are issued and outstanding; 95,000 shares have been designated as Series F-1 Preferred Stock, 24,000 all of which are issued and outstanding. There are no No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.)