DESCRIPTION OF OFFERING. The Offering is described in the Preliminary or Final Offering Circular that is, or will be, available through the Investor Platform, as well as on the SEC XXXXX website at xxx.xxx.xxx. The Company will post the Final Offering Circular as promptly as possible following its qualification with the SEC. You confirm that you have read the Preliminary and/or Final Offering Circular, the Company’s Offering Statement and the exhibits attached thereto, including the Company’s Limited Liability Company Agreement and the Series Designation for the Series (together, the “Operating Agreement”), and that upon the execution of your Subscription Agreement and the performance of your obligations thereunder, you will become a member of the Company upon the Closing of the Offering and will be bound by the terms of the Operating Agreement. Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to such terms in the Operating Agreement.
DESCRIPTION OF OFFERING. (a) Issuer proposes to offer (the “Offering”) to the holders (individually an “Offeree” and collectively the “Offerees”) of the Warrants, the opportunity to exchange such Warrants for (1) an equal number of new warrants with an exercise price of $1.50 (the “New Warrants”), conditioned upon the immediate exercise of the New Warrants in connection with the closing of the Offering, and (2) one $3.00 supplemental warrant for every four New Warrants exercised (the “Supplemental Warrant”). The shares of common stock of the Issuer (the “Common Stock”) to be issued upon the exercise of the New Warrants are referred to herein as the “Shares.” The Supplemental Warrant will also have the following terms:
(i) The term of the Supplemental Warrant will expire upon the third anniversary of the closing date of the Offering or the thirtieth day following the date upon which the closing trading price for the Issuer’s common stock is $4.50 or greater for ten consecutive trading days;
(ii) The exercise price of the Supplemental Warrant will be $3.00; and
(iii) In the event the Issuer shall not maintain an effective registration under the Act with respect to the issuance of shares upon exercise of the Supplemental Warrants, the holder will be permitted to exercise via a “cashless exercise.”
(b) Each Offeree who desires to participate in the Offering with respect to some or all of the Warrants held by such Offeree is to:
(i) complete and submit a Letter of Transmittal in the form established for that by the Issuer (the “Letter of Transmittal”) in which the Offeree elects to exchange such Warrants for New Warrants with respect a level of exchange the Offeree selects;
(ii) exercise such New Warrants by delivering cash to the escrow agent engaged by the Issuer for that purpose in accordance with the instructions set out in the Letter of Transmittal; and
(iii) to the extent the Offeree elects to exchange less than all of a Warrant, the Offeree is to be issued a residual warrant under the same terms as the original Warrant for the remaining number of shares purchasable under such Warrant.
(c) The maximum number of Shares Issuer may issue as a result of the Offering is 7,067,788 Shares. Provided, however, if the Issuer does not secure consent by its shareholders at its annual meeting for the Offering, then the maximum number of Shares that may be issued is 3,023,944. In the event the Offerees tender for more than the maximum number of Shares that Issuer will issue as a result of the ...
DESCRIPTION OF OFFERING. The Company proposes to issue and sell through the Agent, on a "best efforts, all or none" basis 1,245,500 Units (the "Minimum"), which may be increased by an additional 250,000 Units to 1,495,500 Units (the "Optional Maximum") at the option of the Agent. The Units, the Shares, the Investors' Warrants, the Agent's Warrants (as defined below), and the shares of Common Stock of the Company issuable upon exercise or conversion of the Shares, the Investors' Warrants and the Agent's Warrants are collectively referred to herein as the "Securities."
DESCRIPTION OF OFFERING. INVITRO is offering shares of INVITRO Common Stock for up to $250,000 in total amount U.S. funds on a "best efforts" basis to a limited number of qualified investors in a private placement offering of securities exempt from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"). The entire offering will be made only to parties who are not U.S. Persons as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated under the Securities Act, and is herein called the "Offering". All of the Shares offered to Foreign Investors are being offered at a price per share equal to a 44.44% discount to the public market price per share as quoted in the Nasdaq SmallCap Market on the date this Subscription Agreement is accepted by INVITRO. There are no minimum amount of subscriptions required in order for INVITRO to accept any subscriptions to the Offering. The Offering will terminate on September 30, 1996 unless extended at the option of INVITRO for an additional period of not more than 30 days. INVITRO reserves the right to terminate the Offering at any time, whether or not the maximum Shares have been sold.
DESCRIPTION OF OFFERING. (a) The Company proposes to issue in a private placement to accredited investors only promissory notes which will be convertible into shares of the Company’s common stock (the “Securities”). The conversion price for the notes will be $0.65 per share. The notes will have a maturity date of December 31, 2011 and will bear interest at a rate of ten percent per annum. The holder of the note will have the option to convert the principal and the interest or only the principal balance of the note. No prepayment of the note may be made without the consent of the holder. In the event the Company has not completed a “reverse merger” with a corporation the equity interests of which are publicly held by March 31, 2011, the holders of the notes may demand payment of the notes together with a penalty equal to twenty-five percent of the principal balance of the note which amount is due and payable within 90 days of such demand.
(b) The Company contemplates an aggregate of approximately $600,000 of the Securities being offered (the “Offering”); provided, that the Company shall not be required to accept less than $400,000.
(c) The Company, the Selling Agent and Private Bank Minnesota shall enter into a Proceeds Escrow Agreement (the “Escrow Agreement”) providing for the release of proceeds of the Offering upon terms to be agreed to which are contemplated to include the receipt of written confirmation from the Mayo Foundation for Medical Education and Research that it has waived the defaults by the Company and that the license agreement effective August 1, 2009 has been full y reinstated or reissued.
DESCRIPTION OF OFFERING. The Offering is described in the Offering Circular that is available through the Investor Platform, as well as on the SEC XXXXX website at xxx.xxx.xxx. You confirm that you have read the Offering Circular, the Company’s Offering Statement and the exhibits attached thereto, including the Company’s Limited Liability Company Agreement and the Series Designation for the Series (together, the “Operating Agreement”), and that upon the execution of your Subscription Agreement and the performance of your obligations thereunder, you will become a member of the Company upon the Closing of the Offering and will be bound by the terms of the Operating Agreement. Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to such terms in the Operating Agreement.
DESCRIPTION OF OFFERING. The Company proposes to issue and sell through the Agent, on a "best efforts" basis up to 750,000 Shares and Warrants to purchase up to 187,500 Shares, provided that the Shares and Warrants shall be offered together at the ratio of a Warrant to purchase one Share for each four Shares purchased. The Shares, the Warrants, the Agent's Warrant (as defined below) and the shares of Common Stock issuable upon exercise of the Warrants and the Agent's Warrant are collectively referred to herein as the "SECURITIES."
DESCRIPTION OF OFFERING. The Seller proposes to offer and sell to private investors through you, as its exclusive agent (the "Offering"), up to 2,000,000 shares of the Company's Common Stock, no par value per share (the "Securities"), at a price of $.52.5 per share.
DESCRIPTION OF OFFERING. The Company agrees to retain the Underwriter as the exclusive agent of the Company to publicly offer and sell, pursuant to the terms of this Underwriting Agreement, an aggregate of 825,000 shares of common stock, $.01 par value per share ("Common Stock"), and 1,000,000 redeemable common stock purchase warrants (the "Warrants") at a price of $6.00 per share and $.10 per warrant, respectively. Each Warrant shall entitle the holder to purchase one share of Common Stock at $6.60, subject to adjustment. The Common Stock and Warrants shall be offered on a "best efforts, all or none" basis. The offering of Common Stock and Warrants contemplated hereby may sometimes be referred to as the "Offering."
DESCRIPTION OF OFFERING. (a) The Company proposes to issue in a private placement to accredited investors only promissory notes the principal and accrued interest of which will be convertible into shares of the Company’s common stock (the “Convertible Notes”). The conversion price for the Convertible Notes will be $0.25 per share (the “Conversion Price”); provided, however that the Conversion Price shall be reduced to the price per share at which the Company issues securities with gross proceeds of at least $2.5 million (a “Qualified Financing”) if the offering price per share for the Qualified Financing is less than the Conversion Price.
(b) The notes will have a maturity date in August, 2015 and will bear simple interest at a rate of six percent per annum. The holder of the note will have the option to convert the principal and the interest at any time prior to maturity. Prepayment of the outstanding principal plus accrued but unpaid interest may be made anytime without consent. The Company shall have the right to require conversion in the event of the occurrence of: (i) a Qualified Financing, (ii) acquisition of the Company or a sale of substantially all of its assets, or (iii) the Company obtains $500,000 of gross revenue during any fiscal quarter.
(c) With respect to each one dollar of principal loaned under a Convertible Note, the purchaser shall be issued a right to purchase a share of common stock of the Company at the purchase price of $1.25 a share. Such right will be subject to the terms of a Warrant (the “Warrants” and together with the Convertible Notes, the “Securities”) which will include a right of exercise during a ten year period.
(d) The Company contemplates an aggregate of approximately $1,500,000 of the Convertible Notes being offered (the “Offering”).
