Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K (or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period) disclosing this Agreement and the transaction contemplated hereby. Prior to the issuance of any shares hereunder, the Company shall file a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-183543) or a new registration statement (either, the “Shelf Registration Statement”) covering the issuance of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (NeoStem, Inc.), Common Stock Purchase Agreement (NeoStem, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~236583, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Novan, Inc.), Common Stock Purchase Agreement (Novan, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the Commencement Date a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~225448, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Remark Holdings, Inc.), Common Stock Purchase Agreement (Remark Holdings, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K (disclosing this Agreement and the transaction contemplated hereby or ~~provide substantially equivalent disclosure~~ the Company may, in its discretion, disclose this Agreement and the ~~Company’s~~ transactions contemplated hereby in its Annual Report on Form 10-K ~~or Quarterly Report on Form 10-Q to be~~ if filed within ~~that time period) disclosing~~ four Business Days after the date of the execution of this ~~Agreement and the transaction contemplated hereby~~Agreement. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the prospectus dated June 12, 2017 forming a part of the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~218487, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Recro Pharma, Inc.), Common Stock Purchase Agreement (Recro Pharma, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~199725, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Innovation Pharmaceuticals Inc.), Common Stock Purchase Agreement (Cellceutix CORP)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within one day of the ~~time required under the 1934 Act~~Commencement Date, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to~~ From and after the ~~issuance~~ filing of ~~any shares hereunder~~the Form 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any Subsidiary, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~198647, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Immune Pharmaceuticals Inc), Common Stock Purchase Agreement (Immune Pharmaceuticals Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~202024, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Remark Media, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within one day of the ~~time required under the 1934 Act~~Commencement Date, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to~~ From and after the ~~issuance~~ filing of ~~any shares hereunder~~the Form 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any Subsidiary, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~198647, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the ~~Commitment Shares and~~ Purchase Shares (the “Prospectus Supplement~~”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement~~”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement ~~(as defined in the Registration Rights Agreement)~~ effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Immune Pharmaceuticals Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~218607, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Sunesis Pharmaceuticals Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~216243, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Westwater Resources, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated ~~hereby~~hereby if required under federal securities law. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file on the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~220236, the “Existing Shelf Registration Statement”) covering the ~~issuance~~ sale of all or a portion of the ~~Commitment Shares and~~ Purchase ~~Shares~~ Shares, at the Company’s sole discretion, (the “Prospectus Supplement”) in accordance with the terms of the ~~Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights~~ Agreement”). The Company shall ~~use commercially reasonable efforts to~~ keep the Existing Shelf Registration Statement ~~and any New Registration Statement (as defined in the Registration Rights Agreement)~~ effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities issued to and/or held by the Buyer until such time as (i) it no longer qualifies to make sales under the Existing Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Existing Shelf Registration Statement or any new registration statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement ~~and no Available Amount remains thereunder,~~ or (iii) the ~~Agreement has been terminated~~date that is 30 days after the termination of this Agreement. The Existing Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Jaguar Health, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~242372, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the ~~Commitment Shares and~~ Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement ~~and~~ or any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all ~~Securities~~ Purchase Shares to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Purchase Shares to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the ~~Securities~~ Purchase Shares have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) or any New Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (X4 Pharmaceuticals, Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby~~. Prior to the issuance of any shares hereunder, the~~ .The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~239817, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Innovation Pharmaceuticals Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~234041, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Entasis Therapeutics Holdings Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated ~~hereby~~hereby if required under federal securities law. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~220236, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Purchase Shares and Commitment Shares ~~and Purchase Shares~~ (beginning with the Commitment Shares) (the “Prospectus Supplement”) in accordance with the terms of the ~~Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights~~ Agreement”). The Company shall ~~use commercially reasonable efforts to~~ keep the Shelf Registration Statement ~~and any New Registration Statement (as defined in the Registration Rights Agreement)~~ effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any new registration statement pursuant to General Instruction I.B.6 of Form S-3), or (ii) the date on which all the Securities have been sold under this ~~Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated~~Agreement. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Jaguar Health, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall within two (2) Business Days from the date hereof file with the SEC a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~163116, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Medicinova Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within one (1) Business Day from the Commencement date a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~183916, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the ~~Commitment Shares and~~ Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all ~~Securities~~ Purchase Shares to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the ~~Securities~~ Purchase Shares have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Nanosphere Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K (or provide substantially equivalent disclosure in the Company’s ~~Annual Report on Form 10-K or~~ Quarterly Report on Form 10-Q to be filed within that time period) disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within one (1) Business Day from the Commencement Date a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~187801, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cyclacel Pharmaceuticals, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~178832, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Apricus Biosciences, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~206789, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Celsion CORP)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K (or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period) disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall also file within two (2) Business Days from the Commencement Date a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~200410, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (iBio, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the Commencement Date a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~230218, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). ~~The Company shall use commercially~~ its reasonable best efforts to ~~keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement)~~ effective ~~pursuant to Rule 415 promulgated~~ under the 1933 Act and available for sales of all Securities to the Buyer ~~until such time as (i) it~~ no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading.

Appears in 1 contract

Samples: Common Share Purchase Agreement (Aptose Biosciences Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated ~~hereby~~hereby if required under federal securities law. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~224141, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the ~~Commitment~~ Purchase Shares and ~~Purchase Shares~~ the Donation (beginning with the Donation) (the “Prospectus Supplement”) in accordance with the terms of the ~~Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights~~ Agreement”). The Company shall ~~use commercially reasonable efforts to~~ keep the Shelf Registration Statement ~~and any New Registration Statement (as defined in the Registration Rights Agreement)~~ effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any new registration statement pursuant to General Instruction I.B.6 of Form S-3), or (ii) the date on which all the Securities have been sold under this ~~Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated~~Agreement. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (iFresh Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~232122, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Marker Therapeutics, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~238810, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the ~~Commitment Shares and~~ Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all ~~Securities~~ Purchase Shares to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Purchase Shares to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3 registration statement pursuant to the 1933 Act or otherwise), (ii) the date on which all the ~~Securities~~ Purchase Shares have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Athersys, Inc / New)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~224627, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Curis Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it ~~shall, within~~ shall on the ~~time required under the 1934 Act,~~ date hereof file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall also file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543~~221443) ~~or a new registration statement~~ (~~either,~~ the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~230016, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Ordinary Shares Purchase Agreement (Intec Pharma Ltd.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the Commencement Date a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~213087, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). ~~The Company shall use commercially~~ its reasonable best efforts to ~~keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement)~~ effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer ~~until such time as (i) it~~ no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ritter Pharmaceuticals Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~231010, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Salarius Pharmaceuticals, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to~~ The Company shall also file within five (5) Business Days from the date of approval of the issuance of ~~any~~ the shares ~~hereunder,~~ hereunder by the ~~Company shall file~~ Principal Market a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~173855, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ reasonable best efforts to keep the Shelf Registration Statement ~~and any New Registration Statement (as defined in the Registration Rights Agreement)~~ effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (NeoStem, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated ~~hereby~~hereby if required under federal securities law. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file on the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~220236, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the ~~Commitment Shares and~~ Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the ~~Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights~~ Agreement”). The Company shall ~~use commercially reasonable efforts to~~ keep the Shelf Registration Statement ~~and any New Registration Statement (as defined in the Registration Rights Agreement)~~ effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any new registration statement pursuant to General Instruction I.B.6 of Form S-3), or (ii) the date on which all the Securities have been sold under this ~~Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated~~Agreement. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Share Purchase Agreement (Jaguar Health, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall within two (2) Business Days from the date hereof file with the SEC a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~162609, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Transwitch Corp /De)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K (disclosing this Agreement and the transaction contemplated hereby or ~~provide substantially equivalent disclosure~~ the Company may, in its discretion, disclose this Agreement and the ~~Company’s~~ transactions contemplated hereby in its Annual Report on Form 10-K ~~or Quarterly Report on Form 10-Q to be~~ if filed within ~~that time period) disclosing~~ four Business Days after the date of the execution of this ~~Agreement and the transaction contemplated hereby~~Agreement. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~221120, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading..

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Veru Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~213036, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (ONCOSEC MEDICAL Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~218229, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cancer Genetics, Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated ~~hereby~~hereby if required under federal securities law. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file on the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~220236, the “Existing Shelf Registration Statement”) covering the ~~issuance~~ sale of all or a portion of the Purchase Shares, at the Company’s sole discretion, and all Commitment Shares ~~and Purchase Shares~~ (beginning with the Commitment Shares) (the “Prospectus Supplement”) in accordance with the terms of the ~~Registration Rights~~ Agreement ~~between the Company~~ and ~~the Buyer, dated as~~ (ii) within five (5) Business Days of the date ~~hereof~~ hereof, a shelf registration statement on Form S-3 (the “New Registration ~~Rights Agreement~~Statement” and, together with Existing Shelf Registration Statement, the “Shelf Registration Statements”)) covering the resale of all of the Commitment Shares by the Buyer. The Company shall ~~use commercially reasonable efforts to~~ keep the Shelf Registration ~~Statement and any New Registration Statement (as defined in the Registration Rights Agreement)~~ Statements effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities issued to and/or held by the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statements (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statements or any new registration statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement ~~and no Available Amount remains thereunder,~~ or (iii) the ~~Agreement has been terminated~~date that is 30 days after the termination of this Agreement. The Shelf Registration ~~Statement~~ Statements (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Jaguar Health, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~198066, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Apricus Biosciences, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~206396, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cerulean Pharma Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~221120, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Veru Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~225448, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Remark Holdings, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K (or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period) disclosing this Agreement and the transaction contemplated hereby. Prior to the issuance of any shares hereunder, the Company shall file a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543~~206175) or a new registration statement (either, the “Shelf Registration Statement”) covering the issuance of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Caladrius Biosciences, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~220279, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ipass Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated ~~hereby~~hereby if required under federal securities law. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file by the required date a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~213766, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the ~~Commitment Shares and~~ Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the ~~Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights~~ Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement ~~and any New Registration Statement (as defined in the Registration Rights Agreement)~~ effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), or (ii) the date on which all the Securities have been sold under this ~~Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated~~Agreement. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Skyline Medical Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~217084, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Miragen Therapeutics, Inc.)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall file within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~227167, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statement (which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) ~~the~~ this Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Scynexis Inc)

Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K ~~(or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q to be filed within that time period)~~ disclosing this Agreement and the transaction contemplated hereby. ~~Prior to the issuance of any shares hereunder, the~~ The Company shall within one (1) Business Day from the date hereof file with the SEC a prospectus supplement to the Company’s existing shelf registration statement on Form S-3 (File No. 333-~~183543) or a new registration statement (either~~170470, the “Shelf Registration Statement”) covering the ~~issuance~~ sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall use ~~commercially~~ reasonable best efforts to keep the Shelf Registration Statement ~~and any New Registration Statement (as defined in the Registration Rights Agreement)~~ effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration ~~Statement~~Statements, (ii) the date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ener1 Inc)

Common use of Filing of Form 8-K and Prospectus Supplement Clause in Contracts