Common use of Issuance of the Securities; Registration Clause in Contracts

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, was filed with the Commission and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Integrated Media Technology LTD), Securities Purchase Agreement (Integrated Media Technology LTD), Securities Purchase Agreement (Integrated Media Technology LTD)

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Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock a number of shares of Common Stock issuable pursuant to this Agreement and the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreementupon exercise of the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19February 10, 2018 2014 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Real Goods Solar, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 1911, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when authorized. When issued and paid for in accordance with the applicable Transaction Documents, the Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue other than restrictions on transfer provided for in the maximum number of shares of Ordinary Stock issuable pursuant to this AgreementTransaction Documents. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19February 10, 2018 (the “Effective Date”)2022, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) calendar months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Motorsport Games Inc.), Securities Purchase Agreement (Motorsport Games Inc.), Securities Purchase Agreement (Motorsport Games Inc.)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19February 8, 2018 2023 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Tivic Health Systems, Inc.), Securities Purchase Agreement (Tivic Health Systems, Inc.), Securities Purchase Agreement (Tivic Health Systems, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19___________, 2018 2023 (the “Effective Date”), including the Pricing Prospectus and the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Pricing Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Pricing Prospectus and the Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Pricing Prospectus and Prospectus Supplementor the Prospectus, as applicable, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-1.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Dermata Therapeutics, Inc.), Securities Purchase Agreement (Staffing 360 Solutions, Inc.), Securities Purchase Agreement (Staffing 360 Solutions, Inc.)

Issuance of the Securities; Registration. The Securities Shares and Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities ActStatement, which became effective on October 19July 5, 2018 2011 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicablethereto filed in connection with the transactions contemplated by this Agreement, at the time the Prospectus and Prospectus Supplement, or any such amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.), Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.), Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19May 21, 2018 (the “Effective Date”)2021, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) calendar months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Phio Pharmaceuticals Corp.), Securities Purchase Agreement (Phio Pharmaceuticals Corp.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19______, 2018 (the “Effective Date”)2024, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of any Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened in writing by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Pricing Prospectus and the Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Pricing Prospectus and Prospectus Supplementor the Prospectus, as applicable, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company S-1 and is eligible to use Form F-3 as of S-1 on the date hereof and at on the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3Date.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Transcode Therapeutics, Inc.), Securities Purchase Agreement (Transcode Therapeutics, Inc.)

Issuance of the Securities; Registration. The Securities Shares and Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Warrants are duly authorized and binding obligations of the Company can issue under the law of the jurisdiction governing the Warrants, and, when issued in accordance with this Agreement, will be duly and validly issued, and free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized share capital the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19[●], 2018 (the “Effective Date”)2023, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Preliminary Prospectus Supplement relating to or the offering of the Securities Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effectiveeffective as determined under the Securities Act, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Preliminary Prospectus, the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (ZyVersa Therapeutics, Inc.), Securities Purchase Agreement (Greenlane Holdings, Inc.)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became Registration Statement was declared effective on October 19March 22, 2018 2013 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities with the Commission SEC pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Oramed Pharmaceuticals Inc.), Securities Purchase Agreement (Oramed Pharmaceuticals Inc.)

Issuance of the Securities; Registration. The Securities Shares and Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Warrants are duly authorized and binding obligations of the Company can issue under the law of the jurisdiction governing the Warrants, and, when issued in accordance with this Agreement, will be duly and validly issued, and free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized share capital the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19[•], 2018 (the “Effective Date”)2023, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Preliminary Prospectus Supplement relating to or the offering of the Securities Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effectiveeffective as determined under the Securities Act, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Preliminary Prospectus, the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Enservco Corp), Securities Purchase Agreement (Enservco Corp)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19February 4, 2018 2016 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Vuzix Corp), Securities Purchase Agreement (Vuzix Corp)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19[ ], 2018 2024 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-1. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S¬1 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 Instructions of Form F-3S-1.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nexalin Technology, Inc.), Securities Purchase Agreement (Nexalin Technology, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19March 3, 2018 2020 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Uranium Energy Corp), Securities Purchase Agreement (Uranium Energy Corp)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue Warrant Shares, when issued against the maximum number payment of shares the applicable exercise price in accordance with the terms of Ordinary Stock issuable pursuant to this Agreementthe Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19February 22, 2018 2019 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with and as of the Commission latest deemed effective time of the Registration Statement for purposes of Section 10(a)(3) of the Securities Act eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Polarityte, Inc.), Securities Purchase Agreement (Polarityte, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock issuable pursuant to other than restrictions on transfer provided for in this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19November 7, 2018 2017 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Micronet Enertec Technologies, Inc.), Securities Purchase Agreement (Micronet Enertec Technologies, Inc.)

Issuance of the Securities; Registration. The Securities Shares and Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and not subject to any calls for additional capital (nonassessable), free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and not subject to any calls for additional capital (nonassessable), free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized share capital the maximum number of shares of Ordinary Stock Shares issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which originally became effective on October 19September 11, 2018 2020 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form S-3. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, Supplement and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, Supplement or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nabriva Therapeutics PLC), Securities Purchase Agreement (Nabriva Therapeutics PLC)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity in all material respects with the requirements of the Securities Act, which became effective on October 19September 28, 2018 (the “Effective Date”)2017, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (except to the extent superseded by subsequently filed SEC Reports); and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect misleading (except to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3extent superseded by subsequently filed SEC Reports).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Golden Minerals Co), Securities Purchase Agreement (Golden Minerals Co)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19, 2018 ____________ (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October November 19, 2018 2014 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19[●], 2018 2024 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Siyata Mobile Inc.), Securities Purchase Agreement (Siyata Mobile Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19_________, 2018 2024 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Pricing Prospectus and the Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Pricing Prospectus and Prospectus Supplementor the Prospectus, as applicable, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-1.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Revelation Biosciences, Inc.), Securities Purchase Agreement (Revelation Biosciences, Inc.)

Issuance of the Securities; Registration. The Securities Shares and Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, Documents (i) the Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company and (ii) the Warrants will be duly and validly issued, free and clear of all Liens imposed by the Company .. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19February 12, 2018 2009 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the final Prospectus Supplement relating to the offering of the Securities Supplement, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon information furnished to the Company by the Purchaser; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible ; provided, however, that this representation and warranty shall not apply to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect any statements or omissions made in reliance upon information furnished to the aggregate market value of Company by the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3Purchaser.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Pharmathene, Inc), Securities Purchase Agreement (Pharmathene, Inc)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19July 30, 2018 2020 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (22nd Century Group, Inc.), Securities Purchase Agreement (22nd Century Group, Inc.)

Issuance of the Securities; Registration. The Securities Shares and Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities ActStatement, which became effective on October 19August 8, 2018 2008 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicablethereto filed in connection with the transactions contemplated by this Agreement, at the time the Prospectus and Prospectus Supplement, or any such amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.), Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19______, 2018 (the “Effective Date”)2023, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-1.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cingulate Inc.), Securities Purchase Agreement (Cingulate Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and not subject to any calls for additional capital (nonassessable), free and clear of all Liens imposed by the Company. The Company can issue will reserve from its duly authorized share capital the maximum number of shares of Ordinary Stock Shares issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which originally became effective on October 19July 16, 2018 2019 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or the Prospectus Supplement has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, Supplement and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 I.B.1 of Form F-3S-3.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Iterum Therapeutics PLC), Securities Purchase Agreement (Iterum Therapeutics PLC)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective upon filing on October 19February 10, 2018 (the “Effective Date”)2021, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 for use of Form F-3S-3ASR under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cassava Sciences Inc)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum has reserved from its duly authorized capital stock a number of shares of Ordinary Common Stock issuable pursuant at least equal to this Agreementthe Required Minimum on the date hereof for issuance of the Underlying Shares. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19June 17, 2018 2021 (the “Effective Date”), including the Prospectus, the Prospectus Supplement, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus and/or the Prospectus Supplement has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicableincluding without limitation, the Prospectus Supplement, at the time the Prospectus and Prospectus Supplement, or any such amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 I.B.1 of Form F-3S-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Inpixon)

Issuance of the Securities; Registration. The Securities Shares and Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and, in the case of the Shares, nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared Agreement and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this AgreementWarrants. The Registration Statement is was declared effective under the Securities Act on June 30, 2009 and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted orhave, to the actual knowledge of the Company, been instituted or are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and or will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and or will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pacwest Bancorp)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19, 2018 2015 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). ) and Rule 430A. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (RXi Pharmaceuticals Corp)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, the shares of Common Stock will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Pre-Funded Warrants when duly executed by the Company can issue and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The Warrant Shares, when issued and paid for in accordance with the terms of the Pre-Funded Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Pre-Funded Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19February 9, 2018 2022 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, the Prospectus and Prospectus Supplement, Supplement and any amendments or supplements thereto, as applicable, at the time the Prospectus, the Prospectus and Prospectus Supplement, Supplement or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.not

Appears in 1 contract

Samples: Securities Purchase Agreement (Phunware, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum has reserved from its duly authorized capital stock a number of shares of Ordinary Common Stock initially issuable pursuant to this AgreementAgreement and the exercise of the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which Registration Statement became effective on October 19November 9, 2018 2010 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission; provided, however, the Registration Statement will no longer be effective following the filing of the Company’s next Annual Report on Form 10-K unless the Company’s Common Stock is traded on a national securities exchange at the time of such filing. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities Prospectus, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Senesco Technologies Inc)

Issuance of the Securities; Registration. The Securities Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared Agreement and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this AgreementWarrants. The Registration Statement is was declared effective under the Securities Act on April 1, 2010 and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities Supplement, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Adventrx Pharmaceuticals Inc)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19March 1, 2018 (the “Effective Date”)2012, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the a Prospectus Supplement relating to the offering of the Securities supplement, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Purchase Agreement (Provident New York Bancorp)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock Shares issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 196, 2018 2020 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, was filed with the Commission and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blue Hat Interactive Entertainment Technology)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19August 1, 2018 2016 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cesca Therapeutics Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock issuable pursuant to this Agreement. .. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became automatically effective on October 19February 23, 2018 2021 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Company has prepared and filed the ADS Registration Statement is in conformity with the Securities Act which became effective on November 23, 2021. The Registration Statement and the ADS Registration Statement are effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus and the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement, the ADS Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is a “foreign private issuer” as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3...

Appears in 1 contract

Samples: Securities Purchase Agreement (SOS LTD)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19June 16, 2018 (the “Effective Date”)2020, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 1 contract

Samples: Stock Purchase Agreement (Destination Xl Group, Inc.)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of has reserved 6,264,492 shares of Ordinary Common Stock for issuance of the Shares, which shall reserve all of the Shares issuable pursuant to this Agreementhereunder. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19September 14, 2018 2012 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities Prospectus, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Celsion CORP)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19December 16, 2018 2022 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened in writing by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s registered securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Transcode Therapeutics, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity in all material respects with the requirements of the Securities Act, which became effective on October 1914, 2018 (the “Effective Date”)2020, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (except to the extent superseded by subsequently filed SEC Reports); and the Prospectus, the Prospectus and Prospectus Supplement, Supplement and any amendments or supplements thereto, as applicable, at the time the Prospectus, the Prospectus and Prospectus Supplement, Supplement or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (except to the extent superseded by subsequently filed SEC Reports). The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Golden Minerals Co)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19May 21, 2018 2015 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Biocept Inc)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19________, 2018 2024 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Pricing Prospectus and the Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Pricing Prospectus and Prospectus Supplementor the Prospectus, as applicable, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.S-1

Appears in 1 contract

Samples: Securities Purchase Agreement (Cyclacel Pharmaceuticals, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Warrant Shares and any shares issuable pursuant to the Transaction Documents, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company can issue the maximum has reserved from its duly authorized capital stock a number of shares of Ordinary Common Stock for issuance of the Warrant Shares and any additional shares of Common Stock issuable pursuant to this Agreementthe Transaction Documents at least equal to the Required Minimum on the date hereof. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19July 14, 2018 2010 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Black Hawk Exploration)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Stock Shares issuable pursuant to this Agreement. Agreement .. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19August 18, 2018 (the “Effective Date”)2022, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) calendar months prior to this offering, as set forth in General Instruction I.B.6 I.B.5 of Form F-3.. 8

Appears in 1 contract

Samples: Securities Purchase Agreement (Inspira Technologies OXY B.H.N. LTD)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsfor, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19January 31, 2018 2014 (the “Effective Date”), including the prospectus therein (the “Prospectus, and such amendments and supplements (“Prospectus Supplement” and the Registration Statement, the Prospectus and the Prospectus Supplement, the “Incorporated Documents”) thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Placement Agency Agreement (Ohr Pharmaceutical Inc)

Issuance of the Securities; Registration. The Securities Shares and Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Warrants are duly authorized and binding obligations of the Company can issue under the law of the jurisdiction governing the Warrants, and, when issued in accordance with this Agreement, will be duly and validly issued, and free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized share capital the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19April [●], 2018 (the “Effective Date”)2023, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Preliminary Prospectus Supplement relating to or the offering of the Securities Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effectiveeffective as determined under the Securities Act, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Preliminary Prospectus, the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (ZyVersa Therapeutics, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19January 17, 2018 2017 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (22nd Century Group, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19______, 2018 (the “Effective Date”)2024, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-1.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cingulate Inc.)

Issuance of the Securities; Registration. The Securities Shares and Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, Documents (i) the Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company and (ii) the Warrants will be duly and validly issued, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19April 4, 2018 2011 (the “Effective Date”), including the base prospectus contained therein at the time of effectiveness (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this AgreementEffective Date. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the final Prospectus Supplement relating to the offering of the Securities Supplement, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement Effective Date and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at meets all of the requirements for the use of Form S-3 under the Securities Act for the offering and sale of the Securities contemplated by this Agreement and the other Transaction Documents, and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. At the earliest time of after the filing of the Registration Statement with that the Commission eligible Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) relating to use Form F-3any of the Securities, the Company was not and is not an “Ineligible Issuer” (as defined in Rule 405 under the Securities Act). The Company is eligible to use Form F-3 as (i) has not distributed any offering material in connection with the offer or sale of any of the date hereof Securities and at (ii) until the Closing Date under Purchaser no longer holds any of the Securities, shall not distribute any offering material in connection with the offer or sale of any of the Securities Act to, or by, the Purchaser (if required), in each case, other than the Registration Statement, the Prospectus or the Prospectus Supplement. The Company has made or caused to be made all filings required to be made with the Financial Industry Regulatory Authority in connection with the offer and meets the transaction requirements with respect to the aggregate market value sale of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3Securities hereunder.

Appears in 1 contract

Samples: Subscription Agreement (ARCA Biopharma, Inc.)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19August 1, 2018 2019 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3I.B.1.

Appears in 1 contract

Samples: Securities Purchase Agreement (Qualigen Therapeutics, Inc.)

Issuance of the Securities; Registration. The Securities Shares, the Warrants and the Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and upon exercise of the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19December 7, 2018 2015 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Securities and Exchange Commission (the “Commission”) and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the CommissionCommission (the “Rules and Regulations”), shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Placement Agency Agreement (Majesco Entertainment Co)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19May 15, 2018 2013 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act Act, in accordance with the provisions of Section 415(a)(5) of the Securities Act, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gevo, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer provided for in the Transaction Documents. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer provided for in the Transaction Documents. On the Closing Date, the Shares will be listed and freely tradable, and the Warrants Shares will authorized for listing, on the Trading Market. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19May 18, 2018 (the “Effective Date”)2007, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no the Company has not received any notice, or has any knowledge, of (i) the issuance of any stop order by the Commission preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no or (ii) the institution, or threat thereof, by the Commission of any proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commissionpurpose. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities Supplement, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; and the Prospectus, the Prospectus Supplement and Prospectus Supplementthe free-writing prospectuses, if any, and any amendments or supplements thereto, each as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, was filed with the Commission and at the Closing Dateof its respective date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Form of Securities Purchase Agreement (GTC Biotherapeutics Inc)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue Warrant Shares, when issued in accordance with the maximum number terms of shares the Warrants, will be validly issued, fully paid and nonassessable, free and clear of Ordinary Stock issuable pursuant to this Agreementall Liens imposed by the Company. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19November 27, 2018 (the “Effective Date”)2023, including the Pricing Prospectus and the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Company was at the time of the filing of the Registration Statement eligible to use Form S-1. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of each of the Pricing Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened in writing by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Pricing Prospectus and the Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Pricing Prospectus and Prospectus Supplementor the Prospectus, as applicable, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (SenesTech, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized unissued shares the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19August 4, 2018 2020 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (TD Holdings, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which on a post-effective amendment basis became effective on October 1925, 2018 2013 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At On the time Effective Date of the Registration Statement and any amendments thereto became effectiveStatement, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mela Sciences, Inc. /Ny)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19April 21, 2018 (the “Effective Date”)2017, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 I.B.1 of Form F-3.S-3

Appears in 1 contract

Samples: Securities Purchase Agreement (Cytrx Corp)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock issuable pursuant to this Agreement. The Company has prepared and filed with the Commission a registration statement under the Securities Act on Form S-3 (File No. 333-255096) on April 7, 2021, providing for the offer and sale, from time to time, of up to $35,000,000 of the Company’s securities (the “Registration Statement”). The Registration Statement in conformity with the requirements of became effective pursuant to Rule 467(a) under the Securities ActAct on April 16, which became effective on October 19, 2018 2021 (the “Effective Date”). The prospectus included in the Registration Statement at the time it became effective, including documents incorporated therein by reference, is referred to herein as the “Base Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened contemplated by the CommissionCommission and any request on the part of the Commission for additional information has been complied with. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities Supplement, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at Any “issuer free writing prospectus” (as defined in Rule 433 under the time of Securities Act) relating to the filing of Shares is hereafter referred to as an “Issuer Free Writing Prospectus”. Any reference herein to the Registration Statement with Base Prospectus and the Commission eligible Prospectus shall be deemed to use Form F-3. The Company is eligible refer to use Form F-3 and include the documents incorporated by reference therein as of the date hereof of filing thereof; and at the Closing Date under the Securities Act and meets the transaction requirements any reference herein to any “amendment” or “supplement” with respect to the aggregate market value any of the Company’s securities being sold pursuant Base Prospectus and the Prospectus shall be deemed to refer to and include (i) the filing of any document with the Commission incorporated or deemed to be incorporated therein by reference after the date of filing of such Base Prospectus or Prospectus and (ii) any such document so filed. All references in this offering and during Agreement to the twelve (12) months prior Registration Statement, the Base Prospectus, or the Prospectus, or any Issuer Free Writing Prospectus, or any amendments or supplements to this offeringany of the foregoing, as set forth in General Instruction I.B.6 shall be deemed to include any copy thereof filed with the Commission on EXXXX. The Company has filed the registration statement with FINRA or meets the definition of Form F-3an Eligible Issuer.

Appears in 1 contract

Samples: Securities Purchase Agreement (INVO Bioscience, Inc.)

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Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 1918, 2018 (the "Effective Date"), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, was filed with the Commission and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s 's securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Integrated Media Technology LTD)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, the shares of Common Stock will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Pre-Funded Warrants when duly executed by the Company can issue and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The Warrant Shares, when issued and paid for in accordance with the terms of the Pre-Funded Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Pre-Funded Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19February 9, 2018 2022 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, the Prospectus and Prospectus Supplement, Supplement and any amendments or supplements thereto, as applicable, at the time the Prospectus, the Prospectus and Prospectus Supplement, Supplement or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the applicable transaction requirements with respect requirements. The Company has paid the registration fee for the offering of the Securities pursuant to the aggregate market value rules and regulations of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3Commission.

Appears in 1 contract

Samples: Securities Purchase Agreement (Phunware, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19July 11, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Biohitech Global, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19August 17, 2018 2022 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, was filed with the Commission and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (E-Home Household Service Holdings LTD)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized share capital the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19March 1, 2018 (the “Effective Date”)2022, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The prospectus included in the Registration Statement at the time it became effective, including documents incorporated therein by reference, is referred to herein as the “Base Prospectus.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus, including all documents incorporated therein by reference. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The CompanyRegistration Statement complies, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating and any further amendments or supplements to the offering Registration Statement or the Prospectus will comply, with the applicable provisions of the Securities with the Commission pursuant to Rule 424(b)Act. At the time Each part of the Registration Statement and any amendments thereto Statement, when such part became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any such amendment or supplement thereto, as applicable, was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act Act. The Prospectus, as of its filing date, and any amendment thereof or supplement thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lightpath Technologies Inc)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized share capital the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19May 20, 2018 (the “Effective Date”)2021, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The prospectus included in the Registration Statement at the time it became effective, including documents incorporated therein by reference, is referred to herein as the “Base Prospectus.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus, including all documents incorporated therein by reference. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The CompanyRegistration Statement complies, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating and any further amendments or supplements to the offering Registration Statement or the Prospectus will comply, with the applicable provisions of the Securities with the Commission pursuant to Rule 424(b)Act. At the time Each part of the Registration Statement and any amendments thereto Statement, when such part became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any such amendment or supplement thereto, as applicable, was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act Act. The Prospectus, as of its filing date, and any amendment thereof or supplement thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emcore Corp)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Pre-Funded Warrant Shares, when issued in accordance with the terms of the Pre-Funded Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Pre-Funded Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19April 16, 2018 2020 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hancock Jaffe Laboratories, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, and free and clear of all Liens imposed by the Company. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum has reserved from its duly authorized capital stock a number of shares of Ordinary Common Stock issuable pursuant for issuance of the Underlying Shares at least equal to this Agreementthe Required Minimum on the date hereof. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19July 21, 2018 2017 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and and, to the knowledge of the Company, no proceedings for that purpose have been instituted or, to the knowledge of the Company, or are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (ReShape Lifesciences Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19July 6, 2018 2015 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (One Horizon Group, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19January 13, 2018 2017 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Asterias Biotherapeutics, Inc.)

Issuance of the Securities; Registration. The Securities Shares and Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Warrants are duly authorized and binding obligations of the Company can issue under the law of the jurisdiction governing the Warrants, and, when issued in accordance with this Agreement, will be duly and validly issued, and free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized share capital the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19August 8, 2018 (the “Effective Date”)2023, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Preliminary Prospectus Supplement relating to or the offering of the Securities Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effectiveeffective as determined under the Securities Act, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Preliminary Prospectus, the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nxu, Inc.)

Issuance of the Securities; Registration. The Securities Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Stock Common Shares issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of was declared effective under the Securities ActAct on May 22, which became effective on October 19, 2018 2009 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act ) and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the actual knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities Supplement, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Park National Corp /Oh/)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19January 8, 2018 2014 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Microbot Medical Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19[*], 2018 2024 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Siyata Mobile Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19April 14, 2018 2017 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Microbot Medical Inc.)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19June 20, 2018 (the “Effective Date”)2023, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are presently threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Preliminary Prospectus Supplement relating to or the offering of the Securities Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effectiveeffective as determined under the Securities Act, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Preliminary Prospectus, the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ekso Bionics Holdings, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19May 7, 2018 2024 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Siyata Mobile Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19July 23, 2018 2009 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cytrx Corp)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, was filed with the Commission and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.. 8

Appears in 1 contract

Samples: Securities Purchase Agreement (E-Home Household Service Holdings LTD)

Issuance of the Securities; Registration. The Securities Shares and Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, Documents (i) the Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company and (ii) the Warrants will be duly and validly issued, free and clear of all Liens imposed by the Company . The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19February 12, 2018 2009 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the final Prospectus Supplement relating to the offering of the Securities Supplement, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon information furnished to the Company by the Purchasers; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible ; provided, however, that this representation and warranty shall not apply to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect any statements or omissions made in reliance upon information furnished to the aggregate market value of Company by the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3Purchasers.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pharmathene, Inc)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19[____], 2018 2023 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Pricing Prospectus, the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Pricing Prospectus, the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tenon Medical, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19June 7, 2018 2012 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities Supplement(s), with the Commission pursuant to Rule Rules 424(b). ) and 430A. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplementcontained therein, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Novelos Therapeutics, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19May 12, 2018 2014 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities Prospectus, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingAct; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and and, taken together as a whole, did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (ONCOSEC MEDICAL Inc)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19___________, 2018 (the “Effective Date”)2023, including the Pricing Prospectus and the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Pricing Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Pricing Prospectus and the Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Pricing Prospectus and Prospectus Supplementor the Prospectus, as applicable, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-1.

Appears in 1 contract

Samples: Securities Purchase Agreement (NanoVibronix, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19June 5, 2018 2009 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall Company proposes to file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wizzard Software Corp /Co)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued and paid for upon due exercise in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19December 5, 2018 2007 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted orhave, to the knowledge of the Company, been instituted or are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities Prospectus, with the Commission SEC pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, was filed with the Commission of their respective dates and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lumera Corp)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue the maximum number of shares of Ordinary Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19September 29, 2018 (the “Effective Date”)2022, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Company and the Depositary have prepared and filed with the Commission a registration statement relating to ADSs on Form F-6 (File No. 333-234295) for registration under the Securities Act (the “ADS Registration Statement”). The Registration Statement is and ADS Registration Statement are effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement, ADS Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 I.B.5 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Fangdd Network Group Ltd.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 1917, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arcimoto Inc)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19June 26, 2018 2019 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Outlook Therapeutics, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the initial Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19April 26, 2018 2024 (the “Effective Date”), including the Preliminary Prospectus, the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, Company shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, thereto at the time the Prospectus and Prospectus Supplement, or any such amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cheetah Net Supply Chain Service Inc.)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19July 23, 2018 2009 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall proposes to file the Prospectus Supplement relating to the offering of the Securities Prospectus, with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Uluru Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19April 15, 2018 2022 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, Supplement and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, Supplement or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 I.B.5 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Greenbrook TMS Inc.)

Issuance of the Securities; Registration. The Securities Shares, the Warrants and the Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and upon exercise of the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19May 22, 2018 2015 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Placement Agency Agreement (Amarantus Bioscience Holdings, Inc.)

Issuance of the Securities; Registration. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Stock Common Shares issuable pursuant to this AgreementAgreement and upon exercise of the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19June 21, 2018 2019 (and in the case of the Rule 462(b) Registration Statement, which became effective on the date hereof) (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 I.B.1 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Castor Maritime Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19January 11, 2018 (the “Effective Date”)2024, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (except to the extent superseded by subsequently filed SEC Reports); and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (except to the extent superseded by subsequently filed SEC Reports). The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 I.B.1 of Form F-3S-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Scilex Holding Co)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19August 8, 2018 (the “Effective Date”)2022, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3S-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3S-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (TRxADE HEALTH, INC)

Issuance of the Securities; Registration. The Securities Shares and Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Warrants are duly authorized and binding obligations of the Company can issue under the law of the jurisdiction governing the Warrants, and, when issued in accordance with this Agreement, will be duly and validly issued, and free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized share capital the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19July [●], 2018 (the “Effective Date”)2023, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Preliminary Prospectus Supplement relating to or the offering of the Securities Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effectiveeffective as determined under the Securities Act, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Preliminary Prospectus, the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (ZyVersa Therapeutics, Inc.)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company can issue has reserved from its duly authorized capital stock the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19[_____________], 2018 2023 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement relating to the offering of the Securities with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Pricing Prospectus and the Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Pricing Prospectus and Prospectus Supplementthe Prospectus, as applicable, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company S-1 and is eligible to use Form F-3 S-3 under the Securities Act as of the date hereof and at as of the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (PaxMedica, Inc.)

Issuance of the Securities; Registration. The Securities Shares and Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Warrants are duly authorized and binding obligations of the Company can issue under the law of the jurisdiction governing the Warrants, and, when issued in accordance with this Agreement, will be duly and validly issued, and free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized share capital the maximum number of shares of Ordinary Common Stock issuable pursuant to this AgreementAgreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on October 19February [●], 2018 (the “Effective Date”)2023, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Preliminary Prospectus Supplement relating to or the offering of the Securities Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effectiveeffective as determined under the Securities Act, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments and supplements thereto, including but not limited to, the Prospectus Supplement, thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and Prospectus Supplement, and any amendments or supplements thereto, as applicable, at the time the Preliminary Prospectus, the Prospectus and Prospectus Supplement, or any amendment or supplement thereto, as applicable, thereto was filed with the Commission issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement with the Commission eligible to use Form F-3. The Company is eligible to use Form F-3 as of the date hereof and at the Closing Date under the Securities Act and meets the transaction requirements with respect to the aggregate market value of the Company’s securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form F-3.

Appears in 1 contract

Samples: Securities Purchase Agreement (ZyVersa Therapeutics, Inc.)

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