Common use of Public Float Calculation Clause in Contracts

Public Float Calculation. At the time the Registration Statement (including any Rule 462(b) Registration Statement) was or will be filed with the Commission, at the time the Registration Statement (including any Rule 462(b) Registration Statement) was or will be declared effective by the Commission, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act. As of the close of trading on the Exchange on May 26, 2023, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $12,827,843 (calculated by multiplying ($2.6845) the average of the bid and ask price of the common equity of the Company on the Exchange on May 23, 2023 by (4,778,485) the number of Non-Affiliate Shares outstanding on May 26, 2023). The Company is not a shell company (as defined in Rule 405) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6. of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Appears in 1 contract

Samples: Sales Agreement (HeartCore Enterprises, Inc.)

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Public Float Calculation. At the time the Registration Statement (including and any Rule 462(b) Registration Statement) Statement was or will be filed with the Commission, at the time the Registration Statement (including and any Rule 462(b) Registration Statement) Statement was or will be declared effective by the Commission, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act. As of the close of trading on the Exchange on May 26January 3, 20232024, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $12,827,843 7,241,243.50 (calculated by multiplying ($2.6845) 4.25 the average of the bid and ask price of at which the common equity of the Company was last sold on the Exchange on May 23November 15, 2023 by (4,778,485) 1,703,822 the number of Non-Affiliate Shares outstanding on May 26January 4, 20232024). The Company is not a shell company (as defined in Rule 405) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6. of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Appears in 1 contract

Samples: Atm Sales Agreement (Healthcare Triangle, Inc.)

Public Float Calculation. At the time the Registration Statement (including and any Rule 462(b) Registration Statement) Statement was or will be filed with the Commission, at the time the Registration Statement (including and any Rule 462(b) Registration Statement) Statement was or will be declared effective by the Commission, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act. As of the close of trading on the Exchange on May 26October 9, 20232024, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $12,827,843 21,215,963.55 (calculated by multiplying ($2.6845) 2.23, the average of the bid and ask price of at which the common equity of the Company was last sold on the Exchange on May 23August 13, 2023 2024, by (4,778,485) 9,513,885, the number of Non-Affiliate Shares outstanding on May 26October 9, 20232024). The Company is not a shell company (as defined in Rule 405) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6. of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Appears in 1 contract

Samples: Atm Sales Agreement (Oragenics Inc)

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Public Float Calculation. At the time the Registration Statement (including and any Rule 462(b) Registration Statement) Statement was or will be filed with the Commission, at the time the Registration Statement (including and any Rule 462(b) Registration Statement) Statement was or will be declared effective by the Commission, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 (including Instruction I.B.1) under the Securities Act. As of the close of trading on the Exchange on May 26June 18, 20232021, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $12,827,843 63.9 million (calculated by multiplying ($2.6845x) the average of the bid and ask price of at which the common equity of the Company was last sold on the Exchange on May 23June 18, 2023 2021 by (4,778,485y) the number of Non-Affiliate Shares outstanding on May 26June 18, 20232021). The Company is not a shell company (as defined in Rule 405) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6. of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Appears in 1 contract

Samples: Common Stock at Market Issuance Sales Agreement (Isun, Inc.)

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