Common use of Pursuant to the Securities Act Clause in Contracts

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Nano Dimension Ltd.)

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Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[●]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2015, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 4 contracts

Samples: Underwriting Agreement (AzurRx BioPharma, Inc.), Underwriting Agreement (Boxlight Corp), Underwriting Agreement (Boxlight Corp)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-______), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 4 contracts

Samples: Underwriting Agreement (Muscle Maker, Inc.), Underwriting Agreement (Muscle Maker, Inc.), Underwriting Agreement (FreeCast, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 262665), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A (the “Rule 430A Information”) of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Underwriters for use in the Offering, that includes the Rule 424(b) under the Securities Act 430A Information, is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (SOBR Safe, Inc.), Underwriting Agreement (SOBR Safe, Inc.), Underwriting Agreement (SOBR Safe, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-1 (File No. 333-251155333-[•]), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities and the Representative’s Securities under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2024, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Lirum Therapeutics, Inc.), Underwriting Agreement (Lirum Therapeutics, Inc.), Underwriting Agreement (Lirum Therapeutics, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 221899), including any related prospectus or prospectuses, for the registration of the ADSs Shares and the Underwriter’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2018, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriter for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (China SXT Pharmaceuticals, Inc.), Underwriting Agreement (China SXT Pharmaceuticals, Inc.), Underwriting Agreement (China SXT Pharmaceuticals, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[●]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2020, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (1847 Goedeker Inc.), Underwriting Agreement (1847 Goedeker Inc.), Underwriting Agreement (1847 Goedeker Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and any amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 269179), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Common Stock issuable upon exercise of the Representative’s Warrant under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations). Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Neuraxis, INC), Underwriting Agreement (Neuraxis, INC), Underwriting Agreement (Neuraxis, INC)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 206557), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated January __, 2016, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.), Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.), Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[•]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (MAIA Biotechnology, Inc.), Underwriting Agreement (Eleison Pharmaceuticals Inc), Underwriting Agreement (MAIA Biotechnology, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 245405), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Underwriter’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2020, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Pyxis Tankers Inc.), Underwriting Agreement (Pyxis Tankers Inc.), Underwriting Agreement (Pyxis Tankers Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 202803), including any related prospectus or prospectuses, for the registration of the ADSs Placement Shares and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2016, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Shineco, Inc.), Underwriting Agreement (Shineco, Inc.), Underwriting Agreement (Shineco, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 235693), including any related prospectus or prospectuses, for the registration of the ADSs Shares and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2020, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (HF Enterprises Inc.), Underwriting Agreement (HF Enterprises Inc.), Underwriting Agreement (HF Enterprises Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-3 (File No. 333-251155228773), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement was declared effective by the Commission on April 159, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”)2019. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act as of the date of such prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (cbdMD, Inc.), Underwriting Agreement (cbdMD, Inc.), Underwriting Agreement (cbdMD, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 237507), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2020, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 239032), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2020, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Fat Brands, Inc), Underwriting Agreement (Fat Brands, Inc), Underwriting Agreement (Fat Brands, Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 276313), including any related prospectus or prospectuses, for the registration of the ADSs Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” on [____]. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [____], 2024, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Epsium Enterprise LTD), Underwriting Agreement (Epsium Enterprise LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 267562), including any related prospectus or prospectuses, for the registration of the ADSs Shares and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as hereinafter defined) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated __________, 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Cadrenal Therapeutics, Inc.), Underwriting Agreement (Cadrenal Therapeutics, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 208718), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2016, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Cancer Prevention Pharmaceuticals, Inc.), Underwriting Agreement (Cancer Prevention Pharmaceuticals, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 193315), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2014, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Microlin Bio, Inc.), Underwriting Agreement (Microlin Bio, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities Commission a registration statement and Exchange Commission (the “Commission”) registration statements any amendment thereto, on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-1 (File No. 333-251155276418), including any related preliminary prospectus or prospectuses(the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act Act, and the rules and regulations (the “Regulations”) of the Commission under the Securities Act (Act. The conditions for use of Form S-1 to register the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with Offering under the Securities Act and Act, as set forth in the Securities Act RegulationsGeneral Instructions to such Form, have been satisfied. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective, including any amendments thereto to such timethe prospectus, financial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of such time pursuant to Rule 430B 430A of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such timeRegulations, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files together with any registration statement filed by the Company pursuant to Rule 462(b) of under the Securities Act Regulationsregistering additional Public Securities, then after such filing, is hereinafter called the term “Registration Statement,shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to dated the Effective Date included in the following paragraph Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is herein hereinafter called a the Preliminary Prospectus.” Promptly after For purposes of this Agreement, “Applicable Time,” as used in the execution Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and delivery the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company will prepare and file with or the Commission Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a final prospectus supplement material fact or omitted a statement of material fact necessary to make the Base Prospectus relating to statements therein, in light of the Public Securities circumstances under which they were made, not misleading and the Offering in accordance with Company and the provisions of Rule 430B and Rule 424(b) Representative agree to provide an opportunity to purchasers of the Securities Act Regulations. Such final prospectus supplement (including Units to terminate their old purchase contracts and enter into new purchase contracts, then the Base Statutory Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall will be deemed to refer include any additional information available to and include purchasers at the documents incorporated by reference therein pursuant to Item 6 time of Form F-3 under entry into the Securities Act as of the date of first such prospectusnew purchase contract.

Appears in 2 contracts

Samples: Underwriting Agreement (Love & Health LTD), Underwriting Agreement (Love & Health LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[•]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Strong Global Entertainment, Inc), Underwriting Agreement (Strong Global Entertainment, Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-3 (File No. 333-251155228773), including any related prospectus or prospectuses, prospectuses for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement was declared effective by the Commission on April 159, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”)2019. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (cbdMD, Inc.), Underwriting Agreement (cbdMD, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 234415), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities, the shares of Common Stock issuable upon exercise of the Warrants, including the Warrants issued as part of the Firm Units and the Option Warrants (the “Warrant Shares”), and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2019, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Tapinator, Inc.), Underwriting Agreement (Tapinator, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 271502), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time by reference therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated ____________, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form first filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Majestic Ideal Holdings LTD), Underwriting Agreement (Majestic Ideal Holdings LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 266965), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [ ], 2024, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Innovation Beverage Group LTD), Underwriting Agreement (Innovation Beverage Group LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 280198), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time by reference therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became was declared effective by the Commission on December 4February 28, 2020 2024 (the “Effective Date”). The Each prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated __________, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form first filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Star Fashion Culture Holdings LTD), Underwriting Agreement (Star Fashion Culture Holdings LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “CommissionCommission ”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125219386) covering including any related prospectus or prospectuses, for the registration of the ADSs Securities and the Underwriter’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated , 2017, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriter for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Genprex, Inc.), Underwriting Agreement (Genprex, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 224622), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2018, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (DERMAdoctor, Inc.), Underwriting Agreement (DERMAdoctor, LLC)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[ ]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [ ], 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Acurx Pharmaceuticals, LLC), Underwriting Agreement (Acurx Pharmaceuticals, LLC)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering XXXXXX), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2020, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co), Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 188838), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [—], 2013, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Evoke Pharma Inc), Underwriting Agreement (Evoke Pharma Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 190476), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2014, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Ruthigen, Inc.), Underwriting Agreement (Ruthigen, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 228448), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated January 31, 2019, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Staffing 360 Solutions, Inc.), Underwriting Agreement (Staffing 360 Solutions, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 226990), including any related prospectus or prospectuses, for the registration of the ADSs Shares and the Underwriter’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated August 24, 2018, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriter for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (China Xiangtai Food Co., Ltd.), Underwriting Agreement (China Xiangtai Food Co., Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 261129), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Laser Photonics Corp), Underwriting Agreement (Laser Photonics Corp)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 216007), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2016, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Catasys, Inc.), Underwriting Agreement (Catasys, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 197725), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Underwriters’ Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Eyegate Pharmaceuticals Inc), Underwriting Agreement (Eyegate Pharmaceuticals Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 250198), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 202[•], that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (iSpecimen Inc.), Underwriting Agreement (iSpecimen Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 185293), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2013, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Intercloud Systems, Inc.), Underwriting Agreement (Intercloud Systems, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 265429), including any related prospectus or prospectuses, for the registration of the ADSs Units and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as hereinafter defined) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated __________, 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Shuttle Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Shuttle Pharmaceuticals Holdings, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 272503), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Underwriter’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included incorporated therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriter for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (SMX (Security Matters) Public LTD Co), Underwriting Agreement (SMX (Security Matters) Public LTD Co)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 204811), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2016, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Boxlight Corp), Underwriting Agreement (Boxlight Corp)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 217542), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representatives’ Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2017, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Co-Diagnostics, Inc.), Underwriting Agreement (Co-Diagnostics, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 212589), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2017, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Activecare, Inc.), Underwriting Agreement (Activecare, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 208601), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated January [•], 2016, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (iSign Solutions Inc.), Underwriting Agreement (iSign Solutions Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statements statement, and an amendment or amendments thereto, on Form F-6 S-3 (File NosNo. 333-230728 and 333-251125) covering 189982), which registration statement was declared effective on August 6, 2013, for the registration of the ADSs sale of certain securities of the Company, including the Public Securities, under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act promulgated thereunder (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations). Except as the context may otherwise require, such “shelf” Such registration statement on Form F-3 on file with the Commission at any given timestatement, including any amendments thereto to such timethe exhibits thereto, exhibits and schedules thereto as amended at such time, documents filed as a part thereof or incorporated pursuant to Item 6 the date of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such timethis Agreement, is referred to herein as hereinafter called the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” ”. If the Company files any a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act RegulationsRegulations relating to the Public Securities, then then, after such filing, any reference herein to the term “Registration Statement” Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the After execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the base prospectus included in the Registration Statement (the “Base Prospectus relating to the Public Securities and the Offering Prospectus”) in accordance with the provisions of Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act Regulations. Such ; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the “Rule 430B Information”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Public Securities that omitted Rule 430B Information, is hereinafter collectively called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated December 19, 2013, as amended and supplemented immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” The Base Prospectus, together with the final prospectus supplement (including which includes the Base Prospectus as so supplemented)Rule 430B Information, in the form filed first furnished to the Underwriters for use in connection with the Commission pursuant to Rule 424(b) under offering and confirmation of the Securities Act sales of the Public Securities, is herein hereinafter collectively called the “Prospectus.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 6 12 of Form F-3 S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”), on or before the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is “contained, “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such prospectusfinancial statements and schedules and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Intellicheck Mobilisa, Inc.), Underwriting Agreement (Intellicheck Mobilisa, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[•]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Six15 Technologies Holding Corp.), Underwriting Agreement (MAIA Biotechnology, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 197220), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2014, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Plasmatech Biopharmaceuticals Inc), Underwriting Agreement (Plasmatech Biopharmaceuticals Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 269876), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated May 9, 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Azitra Inc), Underwriting Agreement (Azitra Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 274251), including any related prospectus or prospectuses, for the registration of the ADSs Offering of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [·], 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. As used herein, the terms “Registration Statement,” “Preliminary Prospectus,” “Pricing Prospectus” and “Prospectus” shall include the documents documents, if any, incorporated by reference therein therein. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Pricing Prospectus, the Prospectus, any preliminary prospectus or free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to Item 6 of Form F-3 under the Securities Exchange Act of 1934, as of amended (the date of such prospectus“Exchange Act”), that are deemed to be incorporated by reference therein.

Appears in 2 contracts

Samples: Underwriting Agreement (Transcode Therapeutics, Inc.), Underwriting Agreement (Transcode Therapeutics, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 232529), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [·], 2019, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Annovis Bio, Inc.), Underwriting Agreement (Annovis Bio, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 261884), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated August 2, 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Twin Vee PowerCats, Co.), Underwriting Agreement (Forza X1, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[__]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated June [__], 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Inhibikase Therapeutics, Inc.), Underwriting Agreement (Inhibikase Therapeutics, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 333-[•]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities, Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Foremost Lithium Resource & Technology Ltd.), Underwriting Agreement (Foremost Lithium Resources & Technology Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 224425), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2018, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (MR2 Group, Inc.), Underwriting Agreement (MR2 Group, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 229116), including any related prospectus or prospectuses, for the registration of the ADSs Securities and the Underwriter’s Warrant Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriter for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Leaping Group Co., Ltd.), Underwriting Agreement (Leaping Group Co., Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and any amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 262330), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A (the “Rule 430A Information”) of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such timeRegulations), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Underwriters for use in the Offering, that includes the Rule 424(b) under the Securities Act 430A Information, is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Yoshiharu Global Co.), Underwriting Agreement (Yoshiharu Global Co.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 258411), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Tivic Health Systems, Inc.), Underwriting Agreement (Tivic Health Systems, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 264364), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated April 18, 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Treasure Global Inc), Underwriting Agreement (Treasure Global Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 264165), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated May 11, 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Strong Global Entertainment, Inc.), Underwriting Agreement (FG Group Holdings Inc.)

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Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement on Form F-6 S-3 (File NosNo. 333-230728 and 333-251125) covering 203678), including any related prospectus or prospectuses, for the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration Act”)of up to $30 million worth of the Ordinary Shares under the Securities ActCompany’s securities (including common shares, preferred shares, debt securities, warrants and units), which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became was declared effective by the Commission on December 4May 18, 2020 (the “Effective Date”)2015. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Manhattan Bridge Capital, Inc), Underwriting Agreement (Manhattan Bridge Capital, Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 273311), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. The conditions for use of Form S-1 as set forth in the General Instructions to such Form, to register Public Securities and the Representative’s Securities under the Securities Act, have been satisfied. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 202[●], that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Flewber Global Inc.), Underwriting Agreement (Flewber Global Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 195672, including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2014, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (eFleets Corp), Underwriting Agreement (eFleets Corp)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 265429), including any related prospectus or prospectuses, for the registration of the ADSs Shares and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as hereinafter defined) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated __________, 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Shuttle Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Shuttle Pharmaceuticals Holdings, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 333-[*]), including any related prospectus or prospectuses, for the registration of the ADSs Securities and the Underwriter’s Warrant Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriter for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 185661), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2013, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Vuzix Corp), Underwriting Agreement (Vuzix Corp)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 274913), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2024, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Perfect Moment Ltd.), Underwriting Agreement (Perfect Moment Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[•]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (EzFill Holdings Inc), Underwriting Agreement (EzFill Holdings Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 261735), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (QSAM Biosciences, Inc.), Underwriting Agreement (QSAM Biosciences, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 194645), including any related prospectus or prospectuses, for the registration of the ADSs Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2014, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (AtheroNova Inc.), Underwriting Agreement (AtheroNova Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125333-[•]) covering including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2014, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Aldeyra Therapeutics, Inc.), Underwriting Agreement (Aldeyra Therapeutics, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement on Form F-6 (File NosNo. 333-230728 and 333-251125204797) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration StatementsStatement”) and a “shelf” registration statement on Form F-3 (File No. 333-251155237668), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement was declared effective by the Commission on April 15June 18, 2019 and December 4, 2020, respectively, 2015 and the Registration Statement became was declared effective by the Commission on December 4May 19, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Nano Dimension Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 212511), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representatives’ Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2016, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (AzurRx BioPharma, Inc.), Underwriting Agreement (AzurRx BioPharma, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[•]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (MAIA Biotechnology, Inc.), Underwriting Agreement (MAIA Biotechnology, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, including any amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[●]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Ipsidy Inc.), Underwriting Agreement (Harbor Custom Development, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[•]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2020, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Virios Therapeutics, LLC), Underwriting Agreement (Fat Brands, Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 255205), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [ ], 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Underwriters for use in the Offering, that includes the Rule 424(b) under the Securities Act 430A Information, is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Pasithea Therapeutics Corp.), Underwriting Agreement (Pasithea Therapeutics Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 215848), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated July [●], 2017, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Eastside Distilling, Inc.), Underwriting Agreement (Eastside Distilling, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 231136), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2019, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Biovie Inc.), Underwriting Agreement (Biovie Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and any amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 261937), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A (the “Rule 430A Information”) of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such timeRegulations, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Underwriters for use in the Offering, that includes the Rule 424(b) under the Securities Act 430A Information, is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Reborn Coffee, Inc.), Underwriting Agreement (Reborn Coffee, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 220372), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. The Preliminary Prospectus that was included in the Company will prepare and file with Registration Statement immediately prior to the Commission a Applicable Time is hereinafter called the “Pricing Prospectus”. The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Underwriting Agreement (Hancock Jaffe Laboratories, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 269606), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated April 21, 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (MAIA Biotechnology, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 231136), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated September 4, 2020, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Biovie Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 193315), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [·], 2014, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Microlin Bio, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 259591), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Immix Biopharma, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 181594), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities (the “Prospectus”) under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Securities Prospectus (as defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities 1933 Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2013, that was included in the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement Registration Statement immediately prior to the Base Applicable Time is hereinafter called the “Pricing Prospectus.” The final Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter collectively called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Professional Diversity Network, LLC)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 209955), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated May [ ], 2017, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Hunting Dog Capital Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 275993), including any related prospectus or prospectuses, for the registration of the ADSs Shares and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as hereinafter defined) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated December 12, 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Mangoceuticals, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-11 (File NosNo. 333-230728 and 333-251125218954) covering including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representatives’ Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement has been declared effective by the Commission on April 15, 2019 and December 4, 2020, respectivelythe date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The each prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B 430A Information and that was used prior to the filing execution and delivery of the final prospectus supplement referred to in the following paragraph this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [ ● ], 2017, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Sachem Capital Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 249636), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated January 28, 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Vallon Pharmaceuticals, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[●]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Save Foods Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and any amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 265344), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Common Stock issuable upon exercise of the Representative’s Warrant under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations). Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated November 9, 2022, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Adamas One Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 234292), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Placement Agent’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated t, 2020, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Placement Agent for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Placement Agency Agreement (BriaCell Therapeutics Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and any amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 274944), including any related prospectus or prospectuses, for the registration of the ADSs Shares under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and, as of the Effective Date thereof and contain and the Closing Date, will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with as of the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing Registration Statement being declared effective by the Commission, and each prospectus that omitted the Rule 430A Information that was used after being declared effective and prior to the execution and delivery of the final prospectus supplement referred to in the following paragraph this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated February [ ], 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time (as defined below) is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Pheton Holdings LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 199762), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated January 6, 2015, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Cytosorbents Corp)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and any amendment thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 275195), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement, and any amendment thereto, have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) ), and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time such registration statement became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2023, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Silynxcom Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 333-[_______]), including any related prospectus or prospectuses, for the registration of the ADSs Securities and the Underwriter’s Warrant Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [___________], 2017, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriter for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (SSLJ. COM LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement on Form F-6 S-1 (File NosNo. 333-230728 216031 ), including the related preliminary prospectus or prospectuses, which registration statement has been declared effective pursuant to the rules and 333-251125) covering the registration regulations of the ADSs Commission (the “Rules and Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” ). Such registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for covers the registration of the Ordinary Shares Securities under the Securities Act. Promptly after execution and delivery of this Agreement, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act will prepare and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein file a final prospectus in accordance with the Securities Act provisions of the Rules and Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Rules and Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each preliminary prospectus used in connection with the offering of the Securities Act Regulations. Except as the context may otherwise requirethat omitted Rule 430B Information is herein called a “Preliminary Prospectus.” Such registration statement, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as a part thereof or incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-1 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of by the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such timeRules and Regulations, is referred to herein as called the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as called the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The preliminary prospectus in the form in which it was filed with first furnished to the Commission Underwriter for use in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing offering of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this AgreementSecurities, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-1 under the Securities Act as at the time of the date execution of such prospectusthis Agreement and the final prospectus to be filed under Rule 424(b) that form a part thereof, is herein called the “Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Atossa Genetics Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 199477), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with on the Initial Registration Statement is herein called the “Base Prospectus.” date hereof. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [•], 2014, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (CollabRx, Inc.)

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