Current Report; Prospectus Supplement. The Company shall, not later than 9:00 a.m., New York time, on the Trading Day immediately after the Commencement Date, file with the Commission a Current Report on Form 8-K disclosing the execution and describing the material terms of this Agreement, including, without limitation, the issuance of the Commitment Shares to the Investor in accordance with Sections 2.7 and 6.1, and attaching as an exhibit thereto a copy of this Agreement and, if applicable, a copy of any press release issued by the Company disclosing the foregoing (including all exhibits thereto, the “Current Report”). As soon as practicable, but in any event not later than 5:30 p.m., New York time, on the Commencement Date, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the Prospectus as of the Commencement Date, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus (the “Initial Prospectus Supplement”). The Company has prior to the date hereof provided the Investor a reasonable opportunity to comment on a draft of the Current Report and the Initial Prospectus Supplement and has given due consideration to all such comments (provided, however, that the failure of the Investor to make any objection to the form and content thereof shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement). If required under the Securities Act (or any written interpretive guidance of the Staff of the Commission relating thereto) with respect to any Fixed Purchase, any VWAP Purchase or any Additional VWAP Purchase to be effected pursuant to this Agreement (individually or collectively with any one or more other Fixed Purchases, VWAP Purchases or Additional VWAP Purchases under this Agreement), as mutually determined by the Company and the Investor, then, as soon as reasonably practicable, but in no event later than (i) 8:30 a.m., New York time, on the Trading Day immediately following the applicable Fixed Purchase Date, with respect to any such Fixed Purchase, and (ii) 8:30 a.m., New York time, on the applicable VWAP Purchase Date or Additional VWAP Purchase Date, as applicable, with respect to any such VWAP Purchase or any such Additional VWAP Purchase, as applicable, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (or alternatively shall file with the Commission a current report on Form 8-K pursuant to the Exchange Act that is automatically incorporated by reference into the Registration Statement and the Prospectus upon the filing of such current report with the Commission), disclosing the information with respect to such purchase(s) required to be disclosed in the Registration Statement and the Prospectus under the Securities Act (or any written interpretive guidance of the Staff of the Commission relating thereto). To the extent not previously disclosed in a Prospectus Supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act (or in any current report on Form 8-K filed by the Company with the Commission pursuant to the Exchange Act that is incorporated by reference into the Registration Statement and the Prospectus), the Company shall disclose, in each Quarterly Report on Form 10-Q and each Annual Report on Form 10-K filed by the Company with the Commission after the Commencement Date, the total number of Shares that have been issued and sold to the Investor pursuant to all Fixed Purchase(s), all VWAP Purchase(s) and all Additional VWAP Purchase(s) (if any and as applicable) effected pursuant to this Agreement during the relevant fiscal quarter, the applicable per Share and total aggregate Fixed Purchase Price, VWAP Purchase Price or Additional VWAP Purchase Price (as applicable) paid by the Investor for such Shares, and the net proceeds received by the Company from the sale of such Shares to the Investor in such Fixed Purchase(s), VWAP Purchase(s) and Additional VWAP Purchase(s) (if any and as applicable).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Evofem Biosciences, Inc.)
Current Report; Prospectus Supplement. The Company shallAs soon as practicable, but in any event not later than 9:00 a.m., 5:30 p.m. (New York time, ) on the Trading Day immediately after following the Commencement Date, the Company shall file with the Commission a Current Report current report on Form 8-K disclosing relating to the execution transactions contemplated by, and describing the material terms of this Agreementand conditions of, including, without limitation, the issuance of the Commitment Shares to the Investor in accordance with Sections 2.7 and 6.1, and attaching as an exhibit thereto a copy of this Agreement and, if applicable, a copy of any press release issued by the Company disclosing the foregoing (including all exhibits thereto, the “Current Report”). As soon as practicable, but in any event not later than 5:30 p.m., p.m. (New York time, ) on the second (2nd) Trading Day immediately following the Commencement Date, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the Prospectus as of the Commencement Date, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus (the “Initial Prospectus Supplement”). The Current Report shall include a copy of this Agreement as an exhibit and shall be incorporated by reference in the Registration Statement and the Prospectus. The Company has prior to the date hereof provided the Investor a reasonable opportunity to comment on a draft of the Current Report and the Initial Prospectus Supplement and has given due consideration to all such comments (provided, however, that the failure of the Investor to make any objection to the form and content thereof shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement). If the transactions contemplated by any VWAP Purchase are material to the Company (individually or collectively with other prior VWAP Purchases, the terms of which have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or any written interpretive guidance of the Staff interpretations of the Commission relating theretothereof), in each case as reasonably determined by the Company, then, at or prior to 9:00 a.m. (New York time) on the first Trading Day of the VWAP Purchase Valuation Period with respect to any Fixed Purchase, any VWAP Purchase or any Additional VWAP Purchase to be effected pursuant to this Agreement (individually or collectively with any one or more other Fixed Purchases, VWAP Purchases or Additional VWAP Purchases under this Agreement), as mutually determined by the Company and the Investor, then, as soon as reasonably practicable, but in no event later than (i) 8:30 a.m., New York time, on the Trading Day immediately following the applicable Fixed Purchase Date, with respect to any such Fixed Purchase, and (ii) 8:30 a.m., New York time, on the applicable VWAP Purchase Date or Additional VWAP Purchase Date, as applicable, with respect to any such VWAP Purchase or any such Additional VWAP Purchase, as applicable, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (or alternatively shall file with the Commission a current report on Form 8-K with respect to the applicable VWAP Purchase disclosing the total number of Shares that are to be issued and sold to the Investor pursuant to such VWAP Purchase and the material terms of such VWAP Purchase (to the extent such terms have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange Act that is automatically incorporated by reference into Act) and, at or prior to 9:00 a.m. (New York time) on the Registration Statement and the Prospectus upon the filing of such current report with the Commission), disclosing the information VWAP Purchase Settlement Date with respect to such purchase(sVWAP Purchase, the Company shall file with the Commission an additional Prospectus Supplement pursuant to Rule 424(b) required to be disclosed in the Registration Statement and the Prospectus under the Securities Act (or any written interpretive guidance a current report on Form 8-K with respect to the applicable VWAP Purchase disclosing the applicable VWAP Purchase Price for the Shares subject to such VWAP Purchase, the total aggregate VWAP Purchase Price for such Shares and the net proceeds that are to be received by the Company from the sale of the Staff of the Commission relating thereto)such Shares. To the extent not previously disclosed in a Prospectus Supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act (or in any a current report on Form 8-K filed by the Company with the Commission pursuant Commission, and to the Exchange Act that is incorporated by reference into extent deemed material to the Registration Statement and the Prospectus)Company, the Company shall disclose, in each Quarterly Report on Form 10-Q and each Annual Report on Form 10-K filed by the Company with the Commission after the Commencement DateCommission, the total number of Shares that have been issued and sold information described in the immediately preceding sentence relating to the Investor pursuant to all Fixed Purchase(s), all VWAP Purchase(s) and all Additional VWAP Purchase(s) (if any and as applicable) effected pursuant to this Agreement consummated during the relevant fiscal quarter, the applicable per Share and total aggregate Fixed Purchase Price, VWAP Purchase Price or Additional VWAP Purchase Price (as applicable) paid by the Investor for such Shares, and the net proceeds received by the Company from the sale of such Shares to the Investor in such Fixed Purchase(s), VWAP Purchase(s) and Additional VWAP Purchase(s) (if any and as applicable).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Verb Technology Company, Inc.)
Current Report; Prospectus Supplement. The Company shall, not later than 9:00 a.m., New York time, on the Trading Day immediately after the Commencement Effective Date, file with the Commission a Current Report on Form 8-K disclosing the execution and describing the material terms of this Agreement, including, without limitation, the proposed issuance of the Commitment Shares to the Investor in accordance with Sections 2.7 and 6.16.1 on the Commencement Date, and attaching as an exhibit thereto a copy of this Agreement and, if applicable, a copy of any press release issued by the Company disclosing the foregoing (including all exhibits thereto, the “Current Report”). As soon as practicableFollowing the Effective Date, but and in any event not later than 5:30 p.m., New York time, on the Commencement Date, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the Prospectus as of the Commencement Date, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus (the “Initial Prospectus Supplement”). The Company has prior to the date hereof provided the Investor a reasonable opportunity to comment on a draft of the Current Report and the Initial Prospectus Supplement and has given due consideration to all such comments (provided, however, that the failure of the Investor to make any objection to the form and content thereof shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement). If required under the Securities Act (or any written interpretive guidance of the Staff of the Commission relating thereto) with respect to any Fixed Purchase, any VWAP Purchase or any Additional VWAP Purchase to be effected pursuant to this Agreement (individually or collectively with any one or more other Fixed Purchases, VWAP Purchases or Additional VWAP Purchases under this Agreement), as mutually determined by the Company and the Investor, then, as soon as reasonably practicable, but in no event later than (i) 8:30 a.m., New York time, on the Trading Day immediately following the applicable Fixed VWAP Purchase Date, with respect to any such Fixed Purchase, and (ii) 8:30 a.m., New York time, on the applicable VWAP Purchase Date or Additional VWAP Purchase Date, as applicable, with respect to any such VWAP Purchase or any such Additional VWAP Purchase, as applicable, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (or alternatively shall file with the Commission a current report on Form 8-K pursuant to the Exchange Act that is automatically incorporated by reference into the Registration Statement and the Prospectus upon the filing of such current report with the Commission), disclosing the information with respect to such purchase(s) required to be disclosed in the Registration Statement and the Prospectus under the Securities Act (or any written interpretive guidance of the Staff of the Commission relating thereto). To the extent not previously disclosed in a Prospectus Supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act (or in any current report on Form 8-K filed by the Company with the Commission pursuant to the Exchange Act that is incorporated by reference into the Registration Statement and the Prospectus), the Company shall disclose, in each Quarterly Report on Form 10-Q and each Annual Report on Form 10-K filed by the Company with the Commission after the Commencement Date, the total number of Shares that have been issued and sold to the Investor pursuant to all Fixed Purchase(s), all VWAP Purchase(s) and all Additional VWAP Purchase(s) (if any and as applicable) effected pursuant to this Agreement during the relevant fiscal quarter, the applicable per Share and total aggregate Fixed Purchase Price, VWAP Purchase Price or Additional VWAP Purchase Price (as applicable) paid by the Investor for such Shares, and the net proceeds received by the Company from the sale of such Shares to the Investor in such Fixed Purchase(s), VWAP Purchase(s) and Additional VWAP Purchase(s) (if any and as applicable).
Appears in 1 contract
Current Report; Prospectus Supplement. The Company shallAs soon as practicable, but in any event not later than 9:00 a.m., 5:30 p.m. (New York time, ) on the Trading Day immediately after following the Commencement Date, the Company shall file with the Commission a Current Report current report on Form 8-K disclosing relating to the execution transactions contemplated by, and describing the material terms of this Agreementand conditions of, including, without limitation, the issuance of the Commitment Shares to the Investor in accordance with Sections 2.7 and 6.1, and attaching as an exhibit thereto a copy of this Agreement and, if applicable, a copy of any press release issued by the Company disclosing the foregoing (including all exhibits thereto, the “Current Report”). As soon as practicable, but in any event not later than 5:30 p.m., p.m. (New York time, ) on the second (2nd) Trading Day immediately following the Commencement Date, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the Prospectus as of the Commencement Date, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus (the “Initial Prospectus Supplement”). The Current Report shall include a copy of this Agreement as an exhibit and shall be incorporated by reference in the Registration Statement and the Prospectus. The Company has prior to the date hereof provided the Investor a reasonable opportunity to comment on a draft of the Current Report and the Initial Prospectus Supplement and has given due consideration to all such comments (provided, however, that the failure of the Investor to make any objection to the form and content thereof shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement). If the transactions contemplated by any Fixed Purchase and/or Forward Purchase are material to the Company (individually or collectively with other prior Fixed Purchases and Forward Purchases, the consummation of which have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or any written interpretive guidance of the Staff interpretations of the Commission relating thereto) with respect to any Fixed Purchase, any VWAP Purchase or any Additional VWAP Purchase to be effected pursuant to this Agreement (individually or collectively with any one or more other Fixed Purchases, VWAP Purchases or Additional VWAP Purchases under this Agreementthereof), in each case as mutually reasonably determined by the Company and or the Investor, then, as soon as reasonably practicable, but in no event later than (i) 8:30 a.m., New York time, on the Trading Day immediately following the applicable Fixed Purchase Date, Settlement Date with respect to any such Fixed Purchase, and (ii) 8:30 a.m., New York time, on Purchase or the applicable VWAP Forward Purchase Settlement Date or Additional VWAP Purchase Date, as applicable, with respect to any such VWAP Forward Purchase or any such Additional VWAP Purchase, (as applicable), the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (or alternatively shall file with the Commission a current report on Form 8-K pursuant with respect to the Exchange Act that is automatically incorporated by reference into the Registration Statement applicable Fixed Purchase(s) and the Prospectus upon the filing of such current report with the CommissionForward Purchase(s) (as applicable), disclosing the information with respect total number of Shares that are to be (and, if applicable, have been) issued and sold to the Investor pursuant to such purchase(sFixed Purchase(s) required and Forward Purchase(s) (as applicable), the applicable Fixed Purchase Price and applicable Forward Purchase Price for the Shares subject to such Fixed Purchase(s) and Forward Purchase(s) (as applicable), the total aggregate Fixed Purchase Price and Forward Purchase Price for such Shares and the net proceeds that are to be disclosed in (and, if applicable, have been) received by the Registration Statement and Company from the Prospectus under the Securities Act (or any written interpretive guidance sale of the Staff of the Commission relating thereto)such Shares. To the extent not previously disclosed in a Prospectus Supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act (or in any a current report on Form 8-K filed by the Company with the Commission pursuant to the Exchange Act that is incorporated by reference into the Registration Statement and the Prospectus)Commission, the Company shall disclose, in each Quarterly Report on Form 10-Q and each Annual Report on Form 10-K filed by the Company with the Commission after the Commencement DateCommission, the total number of Shares that have been issued and sold to information described in the Investor pursuant immediately preceding sentence relating to all Fixed Purchase(s), all VWAP ) and Forward Purchase(s) and all Additional VWAP Purchase(s) (if any and as applicable) effected pursuant to this Agreement consummated during the relevant fiscal quarter, the applicable per Share and total aggregate Fixed Purchase Price, VWAP Purchase Price or Additional VWAP Purchase Price (as applicable) paid by the Investor for such Shares, and the net proceeds received by the Company from the sale of such Shares to the Investor in such Fixed Purchase(s), VWAP Purchase(s) and Additional VWAP Purchase(s) (if any and as applicable).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (CV Sciences, Inc.)
Current Report; Prospectus Supplement. The Company shallAs soon as practicable, but in any event not later than 9:00 a.m., 5:30 p.m. (New York time, ) on the Trading Day immediately after following the Commencement Date, the Company shall file with the Commission a Current Report on Form 8-K disclosing relating to the execution transactions contemplated by, and describing the material terms of this Agreementand conditions of, including, without limitation, the issuance of the Commitment Shares to the Investor in accordance with Sections 2.7 and 6.1, and attaching as an exhibit thereto a copy of this Agreement and, if applicable, a copy of any press release issued by the Company disclosing the foregoing (including all exhibits thereto, the “Current Report”). As soon as practicable, but in any event not later than 5:30 p.m., p.m. (New York time, ) on the second (2nd) Trading Day immediately following the Commencement Date, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the Prospectus as of the Commencement Date, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus (the “Initial Prospectus Supplement”). The Current Report shall include a copy of this Agreement as an exhibit and shall be incorporated by reference in the Registration Statement and the Prospectus. The Company has has, prior to the date hereof hereof, provided the Investor a reasonable opportunity to comment on a draft of the Current Report and the Initial Prospectus Supplement and has given due consideration to all such comments (provided, however, that the failure of the Investor to make any objection to the form and content thereof shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement). If the transactions contemplated by any VWAP Purchase are material to the Company (individually or collectively with other prior VWAP Purchases, the terms of which have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or any written interpretive guidance of the Staff interpretations of the Commission relating theretothereof), in each case as reasonably determined by the Company, then, at or prior to 9:00 a.m. (New York time) on the first Trading Day of the VWAP Purchase Valuation Period with respect to any Fixed Purchase, any VWAP Purchase or any Additional VWAP Purchase to be effected pursuant to this Agreement (individually or collectively with any one or more other Fixed Purchases, VWAP Purchases or Additional VWAP Purchases under this Agreement), as mutually determined by the Company and the Investor, then, as soon as reasonably practicable, but in no event later than (i) 8:30 a.m., New York time, on the Trading Day immediately following the applicable Fixed Purchase Date, with respect to any such Fixed Purchase, and (ii) 8:30 a.m., New York time, on the applicable VWAP Purchase Date or Additional VWAP Purchase Date, as applicable, with respect to any such VWAP Purchase or any such Additional VWAP Purchase, as applicable, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act or a Current Report on Form 8-K with respect to the applicable VWAP Purchase disclosing the total number of Shares that are to be issued and sold to the Investor pursuant to such VWAP Purchase and the material terms of such VWAP Purchase (to the extent such terms have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or alternatively in any report, statement or other document filed by the Company with the Commission under the Exchange Act) and, at or prior to 9:00 a.m. (New York time) on the VWAP Purchase Settlement Date with respect to such VWAP Purchase, the Company shall file with the Commission an additional Prospectus Supplement pursuant to Rule 424(b) under the Securities Act or a current report Current Report on Form 8-K pursuant to the Exchange Act that is automatically incorporated by reference into the Registration Statement and the Prospectus upon the filing of such current report with the Commission), disclosing the information with respect to the applicable VWAP Purchase disclosing the applicable VWAP Purchase Price for the Shares subject to such purchase(s) required VWAP Purchase, the total aggregate VWAP Purchase Price for such Shares and the net proceeds that are to be disclosed in received by the Registration Statement and Company from the Prospectus under the Securities Act (or any written interpretive guidance sale of the Staff of the Commission relating thereto)such Shares. To the extent not previously disclosed in a Prospectus Supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act (or in any current report a Current Report on Form 8-K filed by the Company with the Commission pursuant Commission, and to the Exchange Act that is incorporated by reference into extent deemed material to the Registration Statement and the Prospectus)Company, the Company shall disclose, in each Quarterly Report on Form 10-Q and each Annual Report on Form 10-K filed by the Company with the Commission after the Commencement DateCommission, the total number of Shares that have been issued and sold information described in the immediately preceding sentence relating to the Investor pursuant to all Fixed Purchase(s), all VWAP Purchase(s) and all Additional VWAP Purchase(s) (if any and as applicable) effected pursuant to this Agreement consummated during the relevant fiscal quarter, the applicable per Share and total aggregate Fixed Purchase Price, VWAP Purchase Price or Additional VWAP Purchase Price (as applicable) paid by the Investor for such Shares, and the net proceeds received by the Company from the sale of such Shares to the Investor in such Fixed Purchase(s), VWAP Purchase(s) and Additional VWAP Purchase(s) (if any and as applicable).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Super League Gaming, Inc.)
Current Report; Prospectus Supplement. The Company shall, not later than 9:00 a.m., New York time, on the Trading Day immediately after the Commencement Date, file with the Commission a Current Report on Form 8-K disclosing the execution and describing the material terms of this Agreement, including, without limitation, the issuance of the Commitment Shares to the Investor in accordance with Sections 2.7 and 6.1, and attaching as an exhibit thereto a copy of this Agreement and, if applicable, a copy of any press release issued by the Company disclosing the foregoing (including all exhibits thereto, the “Current Report”). As soon as practicable, but in any event not later than 5:30 p.m., 9:00 a.m. (New York time, ) on the Commencement DateTrading Day immediately following the date of this Agreement, the Company shall file with the Commission (i) a current report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement (the “Current Report”), and (ii) a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the Prospectus as of the Commencement Date, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus (the “Initial Prospectus Supplement”). The Current Report shall include a copy of this Agreement as an exhibit and shall be incorporated by reference in the Registration Statement and the Prospectus. The Company has prior to the date hereof provided the Investor a reasonable opportunity to comment on a draft of the Current Report and the Initial Prospectus Supplement and has given due consideration to all such comments (provided, however, that the failure of the Investor to make any objection to the form and content thereof shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement). If the transactions contemplated by any one or more VWAP Purchases and/or one or more Alternative VWAP Purchases are material to the Company (individually or collectively with other prior VWAP Purchases and Alternative VWAP Purchases, the material pricing and/or other material terms of which have not previously been disclosed in the Initial Prospectus Supplement or any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act after the date on which the Initial Prospectus Supplement was filed with the Commission, or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or any as would be consistent with applicable and publicly available written interpretive guidance or interpretations of the Staff of the Commission relating thereto) with respect to any Fixed PurchaseCommission’s staff, any VWAP Purchase or any Additional VWAP Purchase to be effected pursuant to this Agreement (individually or collectively with any one or more other Fixed Purchases, VWAP Purchases or Additional VWAP Purchases under this Agreement), in each case as mutually reasonably determined by mutual agreement of the Company and the Investor, then, as soon as reasonably practicable, but in no event later than at or prior to 9:00 a.m. (i) 8:30 a.m., New York time, ) on the first (1st) Trading Day immediately following (x) in the applicable Fixed case of a VWAP Purchase, the VWAP Purchase Date, Exercise Date (such Trading Day being the first Trading Day of the VWAP Purchase Valuation Period) with respect to any such Fixed VWAP Purchase, and (iiy) 8:30 a.m.in the case of an Alternative VWAP Purchase, New York time, on the applicable Alternative VWAP Purchase Exercise Date or Additional (such Trading Day being the first Trading Day of the Alternative VWAP Purchase Date, as applicable, Valuation Period) with respect to any such VWAP Purchase or any such Additional Alternative VWAP Purchase, as applicablethe case may be, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (or alternatively shall file with the Commission a current report on Form 8-K with respect to the applicable VWAP Purchase or Alternative VWAP Purchase, as applicable, disclosing all material pricing and other material terms thereof, total amount of Shares to be issued and sold to the Investor pursuant to such VWAP Purchase(s) or Alternative VWAP Purchase(s) and, to the extent determinable at such time, the gross proceeds anticipated to be received by the Company in connection therewith (to the extent such terms have not previously been disclosed in the Initial Prospectus Supplement or in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act after the date on which the Initial Prospectus Supplement was filed with the Commission, or in any report, statement or other document filed by the Company with the Commission under the Exchange Act that is automatically incorporated by reference into Act) and, (1) at or prior to 9:00 a.m. (New York time) on the Registration Statement and the Prospectus upon VWAP Purchase Settlement Date with respect to such VWAP Purchase that, either individually or collectively with other prior VWAP Purchases and/or Alternative VWAP Purchases (as applicable), necessitated the filing of such current report with Prospectus Supplement (or Exchange Act filing) or (2) at or prior to 9:00 a.m. (New York time) on the Commission), disclosing the information Alternative VWAP Purchase Settlement Date with respect to such purchase(sAlternative VWAP Purchase that, either individually or collectively with other prior VWAP Purchases and/or Alternative VWAP Purchases (as applicable), necessitated the filing of such Prospectus Supplement (or Exchange Act filing), as the case may be, the Company shall file with the Commission an additional Prospectus Supplement pursuant to Rule 424(b) required to be disclosed in the Registration Statement and the Prospectus under the Securities Act or a current report on Form 8-K with respect to (A) in the case of a VWAP Purchase, the applicable VWAP Purchase disclosing the applicable VWAP Purchase Price(s) for the Shares subject to such VWAP Purchase(s), the total aggregate VWAP Purchase Price for such Shares and the net proceeds that are expected to be received by the Company from the sale of such Shares, or any written interpretive guidance (B) in the case of an Alternative VWAP Purchase, the Staff applicable Alternative VWAP Purchase disclosing the applicable Alternative VWAP Purchase Price(s) for the Shares subject to such Alternative VWAP Purchase(s), the total aggregate Alternative VWAP Purchase Price for such Shares and the net proceeds that are expected to be received by the Company from the sale of the Commission relating thereto)such Shares. To the extent not previously disclosed in a Prospectus Supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act (or in any a current report on Form 8-K filed by the Company with the Commission pursuant to the Exchange Act that is incorporated by reference into the Registration Statement and the Prospectus)Commission, the Company shall disclose, in each Quarterly Report on Form 10-Q and each Annual Report on Form 10-K filed by the Company with the Commission after the Commencement DateCommission, the total aggregate number of Shares that have been issued and shares of Common Stock sold to the Investor pursuant to all Fixed Purchase(s), all VWAP Purchase(s) and all Additional Purchases and/or Alternative VWAP Purchase(s) (if any and as applicable) effected pursuant to this Agreement Purchases consummated during the relevant fiscal quarter, quarter as well as the applicable per Share and total aggregate Fixed Purchase Price, VWAP Purchase Price or Additional VWAP Purchase Price (as applicable) paid by the Investor for such Shares, and the net proceeds received by to the Company from the sale of such Shares to the Investor in such Fixed Purchase(s), VWAP Purchase(s) and Additional Purchases and/or Alternative VWAP Purchase(s) (if any and as applicable)Purchases.
Appears in 1 contract
Current Report; Prospectus Supplement. The Company shall, not later than 9:00 a.m., New York time, on the Trading Day immediately after the Commencement Date, file with the Commission a Current Report on Form 8-K disclosing the execution and describing the material terms of this Agreement, including, without limitation, the issuance of the Commitment Shares to the Investor in accordance with Sections 2.7 and 6.1, and attaching as an exhibit thereto a copy of this Agreement and, if applicable, a copy of any press release issued by the Company disclosing the foregoing (including all exhibits thereto, the “Current Report”). As soon as practicable, but in any event not later than 5:30 p.m., 9:00 a.m. (New York time, ) on the Commencement DateTrading Day immediately following the date of this Agreement, the Company shall file with the Commission (i) a current report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement (the “Current Report”), and (ii) a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the Prospectus as of the Commencement Date, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus (the “Initial Prospectus Supplement”). The Current Report shall include a copy of this Agreement as an exhibit and shall be incorporated by reference in the Registration Statement and the Prospectus. The Company has prior to the date hereof provided the Investor a reasonable opportunity to comment on a draft of the Current Report and the Initial Prospectus Supplement and has given due consideration to all such comments (provided, however, that the failure of the Investor to make any objection to the form and content thereof shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement). If the transactions contemplated by any one or more VWAP Purchases are material to the Company (individually or collectively with other prior VWAP Purchases, the material pricing and/or other material terms of which have not previously been disclosed in the Initial Prospectus Supplement or any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act after the date on which the Initial Prospectus Supplement was filed with the Commission, or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or any as would be consistent with applicable and publicly available written interpretive guidance or interpretations of the Staff of the Commission relating thereto) with respect to any Fixed PurchaseCommission’s staff, any VWAP Purchase or any Additional VWAP Purchase to be effected pursuant to this Agreement (individually or collectively with any one or more other Fixed Purchases, VWAP Purchases or Additional VWAP Purchases under this Agreement), in each case as mutually reasonably determined by mutual agreement of the Company and the Investor, then, as soon as reasonably practicable, but in no event later than at or prior to 9:00 a.m. (i) 8:30 a.m., New York time, ) on the first (1st) Trading Day immediately following the applicable Fixed VWAP Purchase Date, Exercise Date (such Trading Day being the first Trading Day of the VWAP Purchase Valuation Period) with respect to any such Fixed Purchase, and (ii) 8:30 a.m., New York time, on the applicable VWAP Purchase Date or Additional VWAP Purchase Date, as applicable, with respect to any such VWAP Purchase or any such Additional VWAP Purchase, as applicable, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (or alternatively shall file with the Commission a current report on Form 8-K with respect to the applicable VWAP Purchase disclosing all material pricing and other material terms thereof, total amount of Shares to be issued and sold to the Investor pursuant to such VWAP Purchase(s) and, to the extent determinable at such time, the gross proceeds anticipated to be received by the Company in connection therewith (to the extent such terms have not previously been disclosed in the Initial Prospectus Supplement or in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act after the date on which the Initial Prospectus Supplement was filed with the Commission, or in any report, statement or other document filed by the Company with the Commission under the Exchange Act that is automatically incorporated by reference into Act) and, at or prior to 9:00 a.m. (New York time) on the Registration Statement and the Prospectus upon VWAP Purchase Settlement Date with respect to such VWAP Purchase that, either individually or collectively with other prior VWAP Purchases, necessitated the filing of such current report Prospectus Supplement, the Company shall file with the Commission), disclosing the information with respect Commission an additional Prospectus Supplement pursuant to such purchase(sRule 424(b) required to be disclosed in the Registration Statement and the Prospectus under the Securities Act (or any written interpretive guidance a current report on Form 8-K with respect to the applicable VWAP Purchase disclosing the applicable VWAP Purchase Price(s) for the Shares subject to such VWAP Purchase(s), the total aggregate VWAP Purchase Price for such Shares and the net proceeds that are expected to be received by the Company from the sale of the Staff of the Commission relating thereto)such Shares. To the extent not previously disclosed in a Prospectus Supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act (or in any a current report on Form 8-K filed by the Company with the Commission pursuant to the Exchange Act that is incorporated by reference into the Registration Statement and the Prospectus)Commission, the Company shall disclose, in each Quarterly Report on Form 10-Q and each Annual Report on Form 10-K filed by the Company with the Commission after the Commencement DateCommission, the total number of Shares that have been issued and sold to information described in the Investor pursuant immediately preceding sentence relating to all Fixed Purchase(s)VWAP Purchases, all VWAP Purchase(s) and all Additional VWAP Purchase(s) (if any and as applicable) effected pursuant to this Agreement any, consummated during the relevant fiscal quarter, the applicable per Share and total aggregate Fixed Purchase Price, VWAP Purchase Price or Additional VWAP Purchase Price (as applicable) paid by the Investor for such Shares, and the net proceeds received by the Company from the sale of such Shares to the Investor in such Fixed Purchase(s), VWAP Purchase(s) and Additional VWAP Purchase(s) (if any and as applicable).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Professional Diversity Network, Inc.)
