Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 8 contracts
Samples: Common Stock (Allarity Therapeutics, Inc.), Sales Agreement (BioSig Technologies, Inc.), Sales Agreement (Society Pass Incorporated.)
Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto Company and its Subsidiaries (as in effect defined below) as of the time dates indicated and the results of filing. Such their operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.
Appears in 8 contracts
Samples: Sales Agreement (Magnum Hunter Resources Corp), MLV Atm Sales Agreement (Magnum Hunter Resources Corp), MLV Atm Sales Agreement (Magnum Hunter Resources Corp)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or to accounting standards and practices as are noted therein and except in the aggregate)case of unaudited financial statements to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits theretothereto and Incorporated Documents) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;
Appears in 7 contracts
Samples: Vical Incorporated (Vical Inc), Vical Incorporated (Vical Inc), Common Stock (Mannkind Corp)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Transwitch Corp /De), Securities Purchase Agreement (Transwitch Corp /De), Transwitch Corporation (Transwitch Corp /De)
Financial Information. The consolidated financial statements of the Company Company, including the related notes and schedules, included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectusespresent fairly, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or to accounting standards and practices as are noted therein and except in the aggregate)case of unaudited financial statements to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits theretothereto and Incorporated Documents) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus truly, accurately and fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 7 contracts
Samples: Houston American Energy Corp, Soluna Holdings, Inc, Common Stock (Houston American Energy Corp)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (subjectas defined below) applied on a consistent basis during the periods involved, except as may be expressly stated in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)related notes thereto; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), the Time of Sale Prospectus and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 6 contracts
Samples: Underwriting Agreement (Pacific Biosciences of California, Inc.), Underwriting Agreement (Pacific Biosciences of California, Inc.), Underwriting Agreement (Pacific Biosciences of California, Inc.)
Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto Company and its Subsidiaries (as in effect defined below) on a consolidated basis as of the time dates indicated and the results of filing. Such their operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.
Appears in 5 contracts
Samples: Sales Agreement (Magnum Hunter Resources Corp), Sales Agreement (Magnum Hunter Resources Corp), Magnum Hunter Resources Corp
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations financial position of the SEC with respect thereto as in effect Company as of the time dates indicated and the results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States (except: “GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein, (ii) in the case of unaudited interim financial statements, to the extent they such financial statements may exclude not include footnotes required by GAAP or may be condensed or summary statementsstatements and (iii) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit such adjustments that which will not be material, either individually or in the aggregate)) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 5 contracts
Samples: Sales Agreement (SemiLEDs Corp), Sales Agreement (Creative Realities, Inc.), Sales Agreement (Acer Therapeutics Inc.)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited financial statements statements, to normal year-end audit adjustments) and have been prepared in accordance compliance with generally accepted accounting principlesthe requirements of the Securities Act and Exchange Act, consistently applied, during the periods involved as applicable and in conformity with GAAP (except: as defined below) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 5 contracts
Samples: Sales Agreement (CareCloud, Inc.), Sales Agreement (CareCloud, Inc.), Jakks Pacific Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the ProspectusPricing Disclosure Package, and the Issuer Free Writing Prospectuses, if anyProspectus, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in accordance compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States (except: “GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the ProspectusPricing Disclosure Package, and the Issuer Free Writing Prospectuses, if anyProspectus, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including Statement, the exhibits thereto) Pricing Disclosure Package, the Pricing Disclosure Package, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Pricing Disclosure Package and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 4 contracts
Samples: Underwriting Agreement (MTBC, Inc.), Underwriting Agreement (MTBC, Inc.), Underwriting Agreement (MTBC, Inc.)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 4 contracts
Samples: Sales Agreement (Ocugen, Inc.), Sales Agreement (Ocugen, Inc.), Ocugen, Inc.
Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto as in effect Company as of the time dates indicated and the results of filing. Such its operations and the changes in its consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.
Appears in 4 contracts
Samples: Sales Agreement (Peregrine Pharmaceuticals Inc), Peregrine Pharmaceuticals Inc, Peregrine Pharmaceuticals Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 4 contracts
Samples: Curis Inc, Icagen Inc, Marshall Edwards Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or to accounting standards and practices as are noted therein and except in the aggregate)case of unaudited financial statements to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits theretothereto and Incorporated Documents) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 3 contracts
Samples: Market Issuance Sales Agreement (Geron Corp), Geron Corp, Acelrx Pharmaceuticals Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or to accounting standards and practices as are noted therein and except in the aggregate)case of unaudited financial statements to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits theretothereto and Incorporated Documents) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 3 contracts
Samples: Sales Agreement (Microvision Inc), Microvision, Inc., Microvision Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except that will any interim statements are in condensed form and do not contain all footnotes that would be material, either individually or in the aggregaterequired under GAAP and are subject to year-end audit adjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto) and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 3 contracts
Samples: Open Market Sale (Ardelyx, Inc.), Sales Agreement (Ardelyx, Inc.), Ardelyx, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing Prospectuses, if anyProspectus, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (subject, in as defined below) applied on a consistent basis during the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), the Time of Sale Prospectus and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 3 contracts
Samples: Underwriting Agreement (CareDx, Inc.), Underwriting Agreement (CareDx, Inc.), Underwriting Agreement (CareDx, Inc.)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except that will any interim statements are in condensed form and do not contain all footnotes that would be material, either individually or in the aggregaterequired under GAAP and are subject to year-end audit adjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto) and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 3 contracts
Samples: Sales Agreement (Ardelyx, Inc.), Sales Agreement (Signal Genetics, Inc.), OncoMed Pharmaceuticals Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, and have been prepared in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis consistent with during the financial statements and books and records of periods involved, except as may be expressly stated in the Companyrelated notes thereto; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), the Time of Sale Prospectus and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 3 contracts
Samples: Underwriting Agreement (Helius Medical Technologies, Inc.), Underwriting Agreement (Helius Medical Technologies, Inc.), Underwriting Agreement (Helius Medical Technologies, Inc.)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedulesschedules thereto, complied as to form (i) present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated position, results of operations and cash flows of the Company and the Subsidiaries (as defined below) as of the dates and for the periods specified specified, (subject, ii) comply as to form in all material respects with the case applicable accounting requirements of unaudited statements, the Securities Act and Exchange Act and (iii) have been prepared in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except as otherwise noted therein). The financial data with respect to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, as well as any statistical data derived from such financial data, present fairly the information shown therein at the respective dates and for the Issuer Free Writing Prospectuses, if any, respective periods specified and are accurately and fairly presented and prepared in all material respects on a basis consistent with derived from the consolidated financial statements and books and records of the Company; there . There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the . The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto the financial statements, and Incorporated Documentsthe notes and schedules thereto, included or incorporated therein); and all . All disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Merger Agreement (Transenterix Inc.), Transenterix Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or in to accounting standards and practices as are noted therein) during the aggregate); the other periods involved. The summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as at the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and the Prospectus and the other books and records of the Company; there are no . No other schedules or financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Prospectus. The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Original Agreement (Infinity Pharmaceuticals, Inc.), Infinity Pharmaceuticals, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries subsidiaries as of the dates indicated and the consolidated results statements of operations and comprehensive loss, cash flows and changes in equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with International Financial Reporting Standards (subject, “IFRS”) applied on a consistent basis during the periods involved (except as may be indicated in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregatenotes thereto); the other financial and statistical data respecting with respect to the Company and the Subsidiaries subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP IFRS financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus, when required to be filed by the Company under the Exchange Act, fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 2 contracts
Samples: Sales Agreement (Gorilla Technology Group Inc.), Sales Agreement (Gorilla Technology Group Inc.)
Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto as in effect Company as of the time dates indicated and the results of filing. Such its operations and the changes in its consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46(R) or Statement of Financial Accounting Standards No. 167), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.
Appears in 2 contracts
Samples: Market Issuance Sales Agreement (Novavax Inc), Novavax Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in accordance compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States (except: “GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Underwriting Agreement (Quantum Corp /De/), Quantum Corp /De/
Financial Information. The consolidated From and after the Closing Date, GSK shall (a) cooperate with Roivant and/or its Affiliates and their respective accountants and auditors by providing access to information, books and records related to the Assets as Roivant may reasonably request in connection with the preparation by Roivant and/or its Affiliates of historical and pro forma financial statements related to the Assets as may be required to be included in any filing made by Roivant and/or any of its Affiliates under the Company included Securities Act of 1933, as amended, or incorporated by reference in the Registration StatementSecurities Exchange Act of 1934, the Prospectusas amended, and the Issuer Free Writing Prospectusesregulations promulgated thereunder, if anyincluding Regulation S-X, together and (b) without limiting the foregoing, shall provide Roivant with such information as is required for Roivant and/or its Affiliates to prepare audited “carve out” financial statements related to the Assets, for the two (2) fiscal years prior to the Closing Date (or such shorter period as agreed to by Roivant) and information requested by Roivant and reasonably necessary to prepare any applicable pro forma financial information required to be filed by Roivant with the related notes U.S. Securities and schedulesExchange Commission. Such cooperation shall include, complied as applicable, (i) the signing of management representation letters to form the extent required in all material respects connection with applicable accounting requirements any such audit performed by Roivant’s auditors, (ii) providing Roivant and/or its Affiliates and their respective accountants and auditors with access to management representation letters provided by GSK to GSK’s accountants and auditors and (iii) causing GSK’s accountants, auditors and counsel to cooperate with Roivant and/or its Affiliates and its accountants, auditors and counsel in connection with the published rules preparation and regulations audit of any financial information to be provided under this Section. If GSK elects to provide Roivant with the SEC with respect thereto as in effect as audited financial statements contemplated hereunder, the selection of an external audit firm will be at the time discretion of filingGSK. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may shall be otherwise indicated in such derived from GSK’s historical financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly accurately present in all material respects the consolidated financial position of the Company and the Subsidiaries Assets as of the dates indicated thereof. GSK hereby consents to the inclusion or incorporation by reference of any financial statements provided to Roivant under this Section in any filing by Roivant and/or its Affiliates with the U.S. Securities and Exchange Commission and, upon request therefor of Roivant, agrees to request that any auditor of GSK that audits any financial statements provided to Roivant and/or its Affiliates under this Section consent to the consolidated results inclusion or incorporation by reference of operations its audit opinion with respect to such financial statements in any filing by Roivant and/or its Affiliates with the U.S. Securities and cash flows Exchange Commission. Roivant will be responsible for all costs incurred by GSK or its Affiliates in connection with the generation of the Company for the periods specified (subject, in the case of unaudited statementsfinancial information as set forth herein, to normal year-end include external “carve out” audit adjustments that will not be materialfees, either individually or in the aggregate); the consents and any other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent fees associated with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are amendments and/or revisions required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company support Purchasers’ Securities and the Subsidiaries (as defined below) do not have any material liabilities or Exchange Commission disclosure obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Axovant Sciences Ltd.), Asset Purchase Agreement (Axovant Sciences Ltd.)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in shareholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, financial statements to normal year-end audit adjustments that will not be materialadjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis (subject, either individually or in the aggregate)case of unaudited financial statements to normal year-end adjustments) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 2 contracts
Samples: Sales Agreement (Lineage Cell Therapeutics, Inc.), Sales Agreement (Lineage Cell Therapeutics, Inc.)
Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto Company and its Subsidiaries (as in effect defined below) as of the time dates indicated and the results of filing. Such their operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. Except as set forth on Schedule 4, all disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.
Appears in 2 contracts
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject to normal year-end adjustments for interim financial statements statements) and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and accounting books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 2 contracts
Samples: Original Agreement (Anavex Life Sciences Corp.), Sales Agreement (Anavex Life Sciences Corp.)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that will not be material, either individually or adjustments) and have been prepared in compliance with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;
Appears in 2 contracts
Samples: Monopar Therapeutics, Monopar Therapeutics
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (subject“GAAP”) applied on a consistent basis (except (i) as may be otherwise noted therein, (ii) in the case of unaudited interim financial statements, to normal year-end audit the extent that they may not include footnotes required by GAAP or may be condensed or summary statements and (iii) for such adjustments that which will not be material, either individually or in the aggregate)) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) thereto and documents incorporated by reference therein), the General Disclosure Package, and the Prospectus that which are required to be described in the Registration Statement Statement, the General Disclosure Package or the Prospectus (including exhibits thereto and Incorporated Documentsdocuments incorporated by reference therein); and all disclosures contained or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;
Appears in 2 contracts
Samples: Underwriting Agreement (American Superconductor Corp /De/), Warrant Agreement (American Superconductor Corp /De/)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) statements and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial data and statistical data respecting financial statistics with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared on a basis consistent in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Sales Agreement (CollabRx, Inc.), Sales Agreement (CollabRx, Inc.)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, financial statements to normal year-end audit adjustments that will not be materialadjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis (subject, either individually or in the aggregate)case of unaudited financial statements to normal year-end adjustments) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 2 contracts
Samples: Sales Agreement (Lipocine Inc.), Manitex International, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC with respect thereto Exchange Act, as applicable, as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are in all material respects accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements true and books and records of the Companycorrect; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the its Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and ), or the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Common Stock (Emerald Oil, Inc.), Sales Agreement (Emerald Oil, Inc.)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting principles applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except that any interim statements are in condensed form and do not contain all footnotes that would be required under U.S. generally accepted accounting principles and are subject to year-end and audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto), and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Relypsa Inc, Relypsa Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or in to accounting standards and practices as are noted therein) during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) thereto and Incorporated Documents), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Ligand Pharmaceuticals Inc, Ligand Pharmaceuticals Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, either of the Prospectus, Prospectuses and the Issuer Permitted Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Material Subsidiaries (as defined below) as of the dates indicated and the consolidated results statements of operations comprehensive loss, shareholders’ equity and cash flows of the Company for the periods specified (subject, in the case of unaudited specified. Such financial statements, to normal year-end audit adjustments that will not be materialschedules, either individually and notes conform in all material respects with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), or in if applicable, United States generally accepted accounting principles (“GAAP”), applied on a consistent basis during the aggregate); the periods involved. The other financial and statistical data respecting with respect to the Company and the Material Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectuses and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus Prospectuses that are not included or incorporated by reference as required; the Company and the Material Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); Prospectuses and all disclosures contained or incorporated by reference therein; and no other financial statements are required to be set forth or to be incorporated by reference in the Registration Statement, Statement or the Prospectus, and U.S. Prospectus or the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K Prospectuses under the Securities Act, to Act or the extent applicableCanadian Prospectus under Canadian Securities Laws.
Appears in 2 contracts
Samples: Sales Agreement (Avino Silver & Gold Mines LTD), Energy Fuels Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or to accounting standards and practices as are noted therein and except in the aggregate)case of unaudited financial statements to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits theretothereto and Incorporated Documents) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Market Issuance Sales Agreement (Geron Corp), Geron Corp
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC with respect thereto Exchange Act, as applicable, as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are in all material respects accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements true and books and records of the Companycorrect; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the its Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and ), or the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Sales Agreement (PostRock Energy Corp), PostRock Energy Corp
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Sales Agreement (Singing Machine Co Inc), Duos Technologies Group, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles (subject, in “GAAP”) applied on a consistent basis during the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off- balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 2 contracts
Samples: Sales Agreement (Momentus Inc.), Sales Agreement (SITIME Corp)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Immucell Corp /De/), Securities Purchase Agreement (Immucell Corp /De/)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-year end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in compliance with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved; the other financial data and statistical data respecting financial statistics with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent in all material respects with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding constituting “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 2 contracts
Samples: Sales Agreement (Progenics Pharmaceuticals Inc), Progenics Pharmaceuticals Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results statement of operations and operations, consolidated statement of cash flows and consolidated statement of stockholders’ equity (deficit) of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles (subject, “GAAP”) in the case United States as in effect as of unaudited statements, the time of filing applied on a consistent basis (except for such adjustments to normal year-end audit adjustments that will not be material, either individually or in accounting standards and practices as are noted therein) during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Ashford Inc., Sorrento Therapeutics, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent in all material respects with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 2 contracts
Samples: Sales Agreement (CohBar, Inc.), Sales Agreement (CohBar, Inc.)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, together with the related notes and schedules, complied as to form have been prepared in conformity in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during International Financial Reporting Standards as issued by the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) International Accounting Standards Board and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company at the dates and for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will which are not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited financial statements, to normal year-end audit adjustments). Such financial statements complied as to form in all material respects with applicable accounting requirements and the published rules and regulations requirements of the SEC with respect Securities Act and Exchange Act applicable thereto as in effect as of the time of filing. Such financial statements filing and have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during the periods involved GAAP (except: as defined below) applied on a consistent basis (except (i) as may be otherwise indicated in such financial statements or the notes thereto; or therein, (ii) for such adjustments to accounting standards and practices as are noted therein and (iii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent in all material respects with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto), and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Sales Agreement (Egalet Corp)
Financial Information. The consolidated financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto as in effect Company and its subsidiaries on a consolidated basis as of the time dates indicated and the results of filing. Such their operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. All other financial statements or schedules of the Company and or any other entity that are required by the Subsidiaries Act to be included in the Registration Statement or the Prospectus are so included. All disclosures contained in the Registration Statement, the Pricing Disclosure Materials (as defined below) do and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by Item 10 of Regulation S-K under the Act) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.
Appears in 1 contract
Samples: Shale Hunter, LLC
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, together with the related notes and schedulesnotes, complied as to form have been prepared in conformity in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during International Financial Reporting Standards as issued by the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) International Accounting Standards Board and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company at the dates and for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will which are not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Acasti Pharma Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subjectand have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the case United States (“GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein and except for year end adjustments and the absence of unaudited footnotes with respect to quarterly financial statements, to normal year-end audit adjustments that will not be material, either individually or in ) during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company, in each case in all material respects; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Glowpoint, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (subject“GAAP”) applied on a consistent basis (except (i) as may be otherwise noted therein, (ii) in the case of unaudited interim financial statements, to normal year-end audit the extent that they may not include footnotes required by GAAP or may be condensed or summary statements and (iii) for such adjustments that which will not be material, either individually or in the aggregate)) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) thereto and documents incorporated by reference therein), the General Disclosure Package, and the Prospectus that which are required to be described in the Registration Statement Statement, the General Disclosure Package or the Prospectus (including exhibits thereto and Incorporated Documentsdocuments incorporated by reference therein); and all disclosures contained or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Underwriting Agreement (American Superconductor Corp /De/)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations financial position of the SEC with respect thereto Company and its Subsidiaries (as in effect defined below) as of the time dates indicated and the results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States of America (except: “GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein, (ii) in the case of unaudited interim financial statements, to the extent they such financial statements may exclude not include footnotes required by GAAP or may be condensed or summary statementsstatements and (iii) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit such adjustments that which will not be material, either individually or in the aggregate)) during the periods involved; the other financial and statistical data respecting with respect to the Company and the its Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the CompanyCompany and the Subsidiaries; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Standard Diversified Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the any Issuer Free Writing Prospectuses, if anyProspectus, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate)) and have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the any Issuer Free Writing Prospectuses, if anyProspectus, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Better Therapeutics, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to form normal year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance in all material respects with applicable accounting requirements and the published rules and regulations requirements of the SEC with respect thereto Securities Act and Exchange Act, as applicable and as in effect as of at the time of filing. Such financial statements have been prepared , and in accordance conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States as in effect at the time of filing (except: “GAAP”) or International Accounting Standards Board applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Li-Cycle Holdings Corp.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (subject, in as defined below) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that Prospectus, which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Sales Agreement (Fx Energy Inc)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of at the dates indicated and the consolidated results statements of operations and operations, cash flows and stockholders’ equity of the Company for the periods specified (subject, and have been prepared in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis consistent with during the financial statements and books and records of periods involved, except as may be expressly stated in the Companyrelated notes thereto; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or and the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), ) that are required to be included or incorporated by reference in the Registration Statement and the Prospectus and are not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if anyProspectus and any free writing prospectuses, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The financial data set forth in each of the Registration Statement and the Prospectus fairly present, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Sales Agreement (Durect Corp)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act in all material respects and in conformity with U.S. Generally Accepted Accounting Principles (subject“GAAP”) applied on a consistent basis during the periods involved, in except (i) the case of unaudited unaudited, interim financial statements, which are subject to normal year-end audit adjustments that will and do not be material, either individually or in contain certain footnotes as permitted by the aggregate); applicable rules of the Commission and (ii) as otherwise disclosed therein. The other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders' equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent in all material respects with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “"non-GAAP financial measures” " (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company and the Parent included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form fairly present in all material respects with applicable accounting requirements the consolidated financial position of each of the Company and the published rules Parent and regulations each of the SEC with respect thereto their respective subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filingoperations and cash flows of each of the Company and the Parent and each of their respective subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year end audit adjustments which will not be material, either individually or in the aggregate). Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) ). The selected financial data and fairly present in all material respects the consolidated summary financial position of information with respect to the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the audited financial statements and books and records of included or incorporated by reference in the Company; there Registration Statement. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the . The Company and the Subsidiaries (as defined below) Parent and each of their respective subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all . All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by in Item 10(e)(2) of Regulation S-K under the rules and regulations of the SECSecurities Act) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto as in effect Company as of the time dates indicated and the results of filing. Such its operations and the changes in its consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described disclosed in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Peregrine Pharmaceuticals Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, principles (“GAAP”) consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present present, in all material respects respects, the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) thereto and Incorporated Documents), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;
Appears in 1 contract
Samples: Cerus Corp
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable and as in effect at the time of filing, and in conformity with GAAP (subject, as defined below) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein and except as may otherwise be indicated in such financial statements or the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in notes thereto) during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) thereto and Incorporated Documents), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Echo Therapeutics, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in compliance with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved; the other financial data and statistical data respecting financial statistics with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Sales Agreement (Agenus Inc)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in shareholders’ or stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with International Financial Reporting Standards (subject, in “IFRS”) as issued by the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in International Accounting Standards Board applied on a consistent basis during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Apollomics Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (subject, in as defined below) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein and except for the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in and the aggregate)absence of certain footnotes with respect to quarterly financial statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate)) and have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim financial statements, to the extent that they may not include footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) Commission), if any, comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that will not be material, either individually or adjustments) and have been prepared in compliance in all material respects with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent in all material respects, with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.; Conformity with XXXXX Filing. The Prospectus delivered to MLV for use in connection with the sale of the Placement Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via XXXXX, except to the extent permitted by Regulation S-T.
Appears in 1 contract
Samples: Inhibitex, Inc.
Financial Information. The audited consolidated financial statements of the Company included Company, together with the related schedules and notes thereto, set forth or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form Prospectus comply in all material respects with the applicable accounting requirements of the Securities Act and the published rules Exchange Act, as applicable, and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and present fairly present in all material respects (x) the consolidated financial position condition of the Company and the its Subsidiaries as of the dates indicated and (y) the consolidated results of operations operations, stockholders’ equity and changes in cash flows of the Company and its Subsidiaries for the periods specified therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the . There are no other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statementstatements, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) , that are required to be included or incorporated by reference in the Registration Statement or and the Prospectus that are not included or incorporated by reference as requiredProspectus; and the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described disclosed in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act, to the extent applicable, and present fairly in all material respects the information shown therein and the Company’s basis for using such measures.
Appears in 1 contract
Samples: Gastar Exploration Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis (except for (i) such adjustments that to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate); ) during the other periods involved. The summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as of the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and the Prospectus and the other books and records of the Company; there . There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Virios Therapeutics, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the ProspectusPricing Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited financial statements statements, to normal year-end audit adjustments) and have been prepared in accordance compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States (except: “GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the ProspectusPricing Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), the Pricing Disclosure Package, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the ProspectusPricing Disclosure Package, the Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles in the United States (subject“GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to normal year-end audit the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments that which will not be material, either individually or in the aggregate)) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Sales Agreement (Ideanomics, Inc.)
Financial Information. The consolidated financial statements of the Company Company, and, prior to the acquisition of the global recycling and specifications alloys business (“GRSA”) of Aleris Corporation on February 27, 2015 (the “Real Alloy Acquisition”), the Summary Combined and Consolidated Historical Financial of GRSA, included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that will not be material, either individually or adjustments) and have been prepared in compliance with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis (except as otherwise noted therein) during the periods involved; the other financial and statistical data respecting with respect to the Company and Company, the Subsidiaries and GRSA contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Real Industry, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;
Appears in 1 contract
Samples: Fieldpoint Petroleum Corp
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (subject, in as defined below) applied on a consistent basis during the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Sales Agreement (Biocept Inc)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in compliance with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as at the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and books the Prospectus and other accounting records of the Company; there are no . No other schedules or financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Prospectus. The Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Roka BioScience, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly all material respects in accordance with GAAP the information required to be stated therein. The selected consolidated financial data and the summary consolidated financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement or the Prospectus that are not included under the Securities Act or incorporated by reference as required; the rules and regulations promulgated thereunder. The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated indicated, and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be materialadjustments) and have been prepared in compliance, either individually or with the published requirements of the Securities Act and Exchange Act, as applicable, as in effect at the time of filing, and in conformity with generally accepted accounting principles in the aggregateUnited States (“GAAP”), as in effect as of the time of filing, applied on a consistent basis (subject (i) to such adjustments to accounting standards and practices as are noted therein, and (ii) in the case of unaudited interim statements, to (A) normal recurring adjustments (B) the exclusion of financial statement footnotes, and (C) the information being presented in a condensed or summary manner) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including the exhibits thereto and the Incorporated DocumentsDocuments ); and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Spectrum Pharmaceuticals Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing Prospectuses, if anyProspectus, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis (except for (i) such adjustments that to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate); ) during the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there periods involved. There are no financial statements (historical or pro forma) that are required by Regulation S-X to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results statement of operations and operations, consolidated statement of cash flows and consolidated statement of stockholders’ equity (deficit) of the Company for the periods specified (subjectand have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the case United States (“GAAP”) as in effect as of unaudited statements, the time of filing applied on a consistent basis (except for such adjustments to normal year-end audit adjustments that will not be material, either individually or in accounting standards and practices as are noted therein) during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Kingold Jewelry, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) ); the summary and fairly present in all material respects the consolidated selected financial position of data with respect to the Company and the Subsidiaries (as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form comply in all material respects with applicable accounting the requirements of the Securities Act and the published rules Exchange Act and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlespresent fairly, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects respects, the consolidated financial position of the Company and the Subsidiaries as of at the dates indicated and the consolidated results statements of operations operations, statements of changes in stockholders’ equity, and statements of cash flows of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-year end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in conformity with GAAP (as defined below) applied on a consistent basis during the aggregate)periods involved; the other summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference (as defined below) included in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as at the respective dates and for the respective periods specified and are derived from the consolidated financial statements set forth in the Registration Statement and books the Prospectus and other accounting records of the Company; there are no . No other schedules or financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Prospectus. The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto as in effect Subsidiaries (defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent in all material respects with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis (except for (i) such adjustments that to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate); ) during the other periods involved. The summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as of the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and the Prospectus and the other books and records of the Company; there . There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Aspen Group, Inc.
Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto as in effect Company as of the time dates indicated and the results of filing. Such its operations and the changes in its consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. Except as set forth on Schedule 4, all disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.
Appears in 1 contract
Samples: Novavax Inc
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries its subsidiaries, taken as a whole, as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (subject, in as defined below) applied on a consistent basis during the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including Statement(excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: DPW Holdings, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or to accounting standards and practices as are noted therein and except in the aggregate)case of unaudited financial statements to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documentsthereto); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;
Appears in 1 contract
Samples: Mannkind Corp
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or in to accounting standards and practices as are noted therein) during the aggregate); the other periods involved. The summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as at the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and the Prospectus and the other books and records of the Company; there are no . No other schedules or financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Prospectus. The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Infinity Pharmaceuticals, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form comply in all material respects with applicable accounting the requirements of the Securities Act and the published rules Exchange Act and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlespresent fairly, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects respects, the consolidated financial position of the Company and the Subsidiaries as of at the dates indicated and the consolidated results statements of operations operations, statements of stockholders’ equity and statements of cash flows of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-year end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in conformity with GAAP (as defined below) applied on a consistent basis during the aggregate)periods involved; the other summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as at the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and books the Prospectus and other accounting records of the Company; there are no . No other schedules or financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Prospectus. The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Sales Agreement (Cytokinetics Inc)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments for interim financial statements) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except that will any interim statements are in condensed form and do not contain all footnotes that would be material, either individually or in the aggregaterequired under GAAP); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto), and Incorporated Documents)the Prospectus, respectively; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Aldeyra Therapeutics, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form fairly present in all material respects with applicable accounting requirements and the published rules and regulations consolidated financial position of the SEC with respect thereto as in effect Company and its subsidiaries as of the time dates indicated and the consolidated results of filingoperations and cash flows of the Company and its subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year end audit adjustments which will not be material, either individually or in the aggregate). Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) ). The selected financial data and fairly present in all material respects the consolidated summary financial position of information with respect to the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the audited financial statements and books and records of included or incorporated by reference in the Company; there Registration Statement. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the . The Company and the Subsidiaries (as defined below) its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all . All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by in Item 10(e)(2) of Regulation S-K under the rules and regulations of the SECSecurities Act) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Evolution Petroleum Corp
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); . Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the other periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements). The selected financial data and statistical data respecting summary financial information with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the audited financial statements and books and records of included or incorporated by reference in the Company; there Registration Statement. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the . The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all . All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by in Item 10(e)(2) of Regulation S-K under the rules and regulations of the SECSecurities Act) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Sales Agreement (GMX Resources Inc)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results statements of operations operations, statements of stockholders’ equity and statements of cash flows of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in compliance in all material respects with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved; the other summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and are prepared on a basis consistent in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Invuity, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) ); the summary and fairly present in all material respects the consolidated selected financial position of data with respect to the Company and the Subsidiaries (as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Orexigen Therapeutics, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) Securities Act and Exchange Act and fairly present in all material respects the consolidated financial position condition of the Company and the Subsidiaries its consolidated subsidiaries as of the dates indicated and the consolidated results of operations and changes in cash flows of the Company for the periods therein specified in conformity with international financial reporting standards (subject, “IFRS”) consistently applied throughout the periods involved; all non-IFRS financial information included in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent Prospectuses complies with the financial statements and books and records requirements of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act; and, except as disclosed in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses or any document incorporated by reference therein, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the Securities Act, Item 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons, that may have a material current or, to the extent applicableCompany’s knowledge, material future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses. No other financial statements or schedules are required to be included in the Registration Statement, the Prospectus or the Issuer Free Writing Prospectuses or any document incorporated by reference therein. EY Bedrijfsrevisoren BV, which has expressed its opinion with respect to the financial statements and schedules filed as a part of the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses and the documents incorporated therein, is (x) an independent public accounting firm within the meaning of the Act and the Rules and Regulations, (y) a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) and (z) not in violation of the auditor independence requirements of the Sxxxxxxx-Xxxxx Act.
Appears in 1 contract
Samples: Sales Agreement (Nyxoah SA)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting practices (“U.S. GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except that will any interim statements are in condensed form and do not contain all footnotes that would be material, either individually or in the aggregaterequired under U.S. GAAP and are subject to year-end audit adjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto), and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: CytomX Therapeutics, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis (except for (i) such adjustments that to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate); ) during the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there periods involved. There are no financial statements (historical or pro forma) that are required by Regulation S-X to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Elicio Therapeutics, Inc.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) statements and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and are prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Sales Agreement (Volta Inc.)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in shareholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (subject, in the case of unaudited quarterly financial statements, to normal normal, recurring year-end audit adjustments that will not be material, either individually or in the aggregate)adjustments; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared presented, in all material respects respects, and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the Incorporated Documents but excluding the exhibits thereto) to the extent that such description is required by the Securities Act and the Prospectus that are required to be described in Securities Act Rules and Regulations, and the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents, in all material respects, the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Zomedica Pharmaceuticals Corp.
