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”) a “shelf” registration statement on Form S-3 (File No. 333-230124), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29, 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Avinger Inc), Underwriting Agreement (Avinger Inc), Underwriting Agreement (Avinger 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 “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124234292), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 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 12 of Form S-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 (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.)

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 S-3 F-3 (File No. 333-230124251155), including any related prospectus or prospectuses, for the registration of the Public Securities Ordinary Shares under the Securities Act, which registration statement was 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 contains 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 12 6 of Form S-3 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 was declared became effective by on December 4, 2020 (the Commission on March 29, 2019“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 Public Securities 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 12 6 of Form S-3 F-3 under the Securities Act as of the date of such prospectus.

Appears in 4 contracts

Samples: Placement Agency Agreement (Nano Dimension Ltd.), Placement Agency Agreement (Nano Dimension Ltd.), Placement Agency Agreement (Nano Dimension Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and any amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124333-[●]), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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”) ). The conditions for use of Form S-1 as set forth in the General Instructions to such Form, to register Public Securities and contains and will contain all material statements that are required to be stated therein in accordance with the Representative’s Securities under the Securities Act and the Securities Act RegulationsAct, have been satisfied. Except as the context may otherwise require, such registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (LQR House Inc.), Underwriting Agreement (LQR House Inc.), Underwriting Agreement (LQR House Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124228773), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29April 9, 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 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 12 of Form 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 “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124257992), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 date on which the Registration Statement is declared effective by the Commission (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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (EVmo, Inc.), Underwriting Agreement (EVmo, Inc.), Underwriting Agreement (EVmo, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124333- 225227), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29June 6, 20192018. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Digital Ally Inc), Underwriting Agreement (Digital Ally Inc), Underwriting Agreement (Digital Ally Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124274879), including any related prospectus or prospectuses, which registration statement was declared effective on [●], 2023, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was declared effective by the Commission on March 29, 2019. 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 Public Securities 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 12 of Form S-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 (Applied UV, Inc.), Underwriting Agreement (Applied UV, Inc.), Underwriting Agreement (Applied UV, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124333-[ ]), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 RegulationsRegulations related to the Public Securities, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Great Basin Scientific, Inc.), Underwriting Agreement (Great Basin Scientific, Inc.), Underwriting Agreement (Great Basin Scientific, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124268010), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Tivic Health Systems, Inc.), 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 “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124273311), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Flewber Global Inc.), Underwriting Agreement (Flewber Global Inc.), Underwriting Agreement (Flewber Global Inc.)

Pursuant to the Securities Act. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124260492), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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”) ). The conditions for use of Form F-1 as set forth in the General Instructions to such Form, to register the Public Securities and contains and will contain all material statements that are required to be stated therein in accordance with the Representative’s Securities under the Securities Act and the Securities Act RegulationsAct, have been satisfied. Except as the context may otherwise require, such registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 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 12 latest Preliminary Prospectus included in the Registration Statement. A registration statement on Form F-6 (File No. 333-262149) covering the registration of Form S-3 the ADSs (the “ADS Registration Statement”) under the Securities Act as of has also been filed with the date of such prospectusCommission by the Company and the Depositary.

Appears in 2 contracts

Samples: Underwriting Agreement (TC BioPharm (Holdings) PLC), Underwriting Agreement (TC BioPharm (Holdings) PLC)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 F-1 (File No. 333-230124[_________]), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 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 registration statement 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 12 6 of Form S-3 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 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 Registration Statement was declared effective by the Commission on March 29the date hereof [______ ___, 20192022]. 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 Public Securities 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 430(A) 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, 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 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 12 of Form S-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 (Global Backbone Technology Ltd.), Underwriting Agreement (Beroni Group LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124220632), including any related prospectus or prospectuses, which registration statement was declared effective on October 10, 2017, for the registration of the Public Securities sale of certain securities of the Company, including the Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 promulgated thereunder (the “Securities Act Regulations”) and 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 registration statement on file with the Commission at any given time, including any amendments thereto to at such time, the exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form 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 with the Commission pursuant to Rule 462(b) of the Securities Act RegulationsRegulations relating to the 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 Registration Statement was declared effective by the Commission on March 29, 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 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 (“Rule 430B”) and Rule 424(b) (“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 in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary Prospectus or the Prospectus, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Cocrystal Pharma, Inc.), Underwriting Agreement (Cocrystal Pharma, Inc.)

Pursuant to the Securities Act. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124260492), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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”) ). The conditions for use of Form F-1 as set forth in the General Instructions to such Form, to register the Public Securities and contains and will contain all material statements that are required to be stated therein in accordance with the Representative’s Securities under the Securities Act and the Securities Act RegulationsAct, have been satisfied. Except as the context may otherwise require, such registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 latest Preliminary Prospectus included in the Registration Statement. A registration statement on Form F-6 (File No. 333-262149) covering the registration of Form S-3 the ADSs (the “ADS Registration Statement”) under the Securities Act as of has also been filed with the date of such prospectusCommission by the Company and the Depositary.

Appears in 2 contracts

Samples: Underwriting Agreement (TC BioPharm (Holdings) PLC), Underwriting Agreement (TC BioPharm (Holdings) PLC)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124333-______), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 promulgated thereunder (the “Securities Act Regulations”) ), and contains and and, with respect to filings after the date hereof, 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (DatChat, Inc.), Underwriting Agreement (DatChat, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 S-1 (File No. 333-230124)128748) a registration statement, including any related prospectus or prospectusesa prospectus, for relating to the registration of the Public Securities under the Securities ActOffering, which registration statement was has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act Act, and the rules and regulations (“Regulations”) of the Commission under the Securities Act of 1933, as amended (the “Securities Act RegulationsAct). The registration statement as amended at the time it becomes effective, including the information (if any) and contains and will contain all material statements that are required deemed to be stated therein in accordance with part of the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement on file with at 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 time of effectiveness pursuant to Item 12 of Form S-3 Rule 430A 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 timeAct, is hereinafter referred to herein as the “Registration Statement.” The Registration Statement at ”; the prospectus in the form first filed with the Commission pursuant to and within the time it originally became effective limits described in Rule 424(b) is hereinafter referred to herein as the “Initial Registration StatementProspectus.” If the Company files any has filed an abbreviated registration statement to register additional Firm Units pursuant to Rule 462(b) of under the Securities Act Regulations(the “Rule 462 Registration Statement”), then after such filing, any reference herein to the term “Registration Statement” shall be deemed to include such registration statement filed pursuant Rule 462 Registration Statement. For purposes of this Agreement, “Time of Sale” means [ ] p.m., New York City time, on the date of this Agreement. Prior to Rule 462(b). The Registration Statement was declared effective the Time of Sale, the Company prepared a preliminary prospectus, dated February __, 2006, for distribution by the Commission on March 29, 2019. The prospectus in Underwriters (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 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 ”). If, subsequent to the execution and delivery date of this Agreement, the Company will prepare and file with or the Commission Representative has determined that the Preliminary 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 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)statements therein, in the form filed with light of the Commission pursuant circumstances under which they were made, not misleading and have agreed to Rule 424(b) under provide an opportunity to purchasers of the Securities Act is herein called Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then 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 12 time of Form S-3 under entry into the Securities Act as of the date of first such prospectusnew purchase contract.

Appears in 2 contracts

Samples: Underwriting Agreement (Oracle Healthcare Acquisition Corp.), Underwriting Agreement (Oracle Healthcare Acquisition Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124219341), including any related prospectus or prospectuses, which registration statement was declared effective on October 16, 2017, for the registration of the sale of certain securities of the Company, including the Public Securities Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was prepared by the Company and is 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 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 registration statement on file with the Commission at any given time, including any amendments thereto to at such time, the exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form 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 with the Commission pursuant to Rule 462(b) of the Securities Act RegulationsRegulations relating to the 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 Registration Statement was declared effective by the Commission on March 29, 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 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 (“Rule 430B”) and Rule 424(b) (“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 in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary Prospectus or the Prospectus (and all other references of like import) 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, any Preliminary Prospectus or the Prospectus, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (New Age Beverages Corp), Underwriting Agreement (New Age Beverages Corp)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 F-3 (File No. 333-230124230762), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 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 registration statement 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 12 6 of Form S-3 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 Registration Statement was declared effective by the Commission on March 29April 17, 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 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 12 6 of Form S-3 F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Immuron LTD), Underwriting Agreement (Immuron LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124199274), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29October 23, 20192014. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Heat Biologics, Inc.), Underwriting Agreement (Heat Biologics, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124203678), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities ActAct of 1933, as amended (the “Securities Act”)of up to $30 million worth of the Company’s securities (including common shares, preferred shares, debt securities, warrants and units), which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29May 18, 20192015. 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 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 12 of Form 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 “shelf” registration statement on Form S-3 (File No. 333-230124333- 228882), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29February 7, 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Sg Blocks, Inc.), Underwriting Agreement (Sg Blocks, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and any amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124259180), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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”) ). The conditions for use of Form S-1 as set forth in the General Instructions to such Form, to register the Public Securities and contains and will contain all material statements that are required to be stated therein in accordance with the Representative’s Securities under the Securities Act and the Securities Act RegulationsAct, have been satisfied. Except as the context may otherwise require, such registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Healthcare Triangle, Inc.), Underwriting Agreement (Healthcare Triangle, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124251679), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29December 30, 20192020. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (My Size, Inc.), Underwriting Agreement (My Size, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124251380), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 promulgated thereunder (the “Securities Act Regulations”) ), and contains and and, with respect to filings after the date hereof, 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Agriforce Growing Systems Ltd.), Underwriting Agreement (Agriforce Growing Systems Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124269216), including any related prospectus or prospectuses, for the registration of the Public Shares and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the primary offering Preliminary Prospectus and the secondary offering 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 primary offering Preliminary Prospectus and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under secondary offering Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 2 contracts

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

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124272250), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 of the Registration Statement (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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 14, 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 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 12 of Form S-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 (Jupiter Wellness, Inc.), Underwriting Agreement (SRM Entertainment, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124273430), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29August 14, 20192023. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Sidus Space Inc.), Underwriting Agreement (Sidus Space Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124214458), including any related prospectus or prospectuses, for the registration of the Public Securities (i) Offered ADSs (ii) the ADS Ordinary Shares, and (iii) the Representative’s Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 thereunder (the “Securities Act Regulations”) and contains and or 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 registration statement statement, as amended, on file with the Commission at any given timethe time and date the registration statement became effective (the “Effective Date”) (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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. The prospectus in A registration statement on Form F-6 (No. 333-197509) covering the form in which it was registration of the ADSs (the “ADS Registration Statement”) under the Securities Act has also been filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Commission. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public Securities 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 Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Therapix Biosciences Ltd.), Underwriting Agreement (Therapix Biosciences Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and any amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124264347), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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”) ). The conditions for use of Form S-1 as set forth in the General Instructions to such Form, to register the Public Securities and contains and will contain all material statements that are required to be stated therein in accordance with the Representative’s Securities under the Securities Act and the Securities Act RegulationsAct, have been satisfied. Except as the context may otherwise require, such registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Digital Brands Group, Inc.), Underwriting Agreement (Digital Brands Group, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124267203), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 promulgated under the Securities Act (the “Securities Act Regulations”) and 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 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 12 of Form S-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 (Opti-Harvest, Inc.), Underwriting Agreement (Opti-Harvest, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124), 191875) including any a related prospectus or prospectusesprospectus, for the registration of certain securities (the "Shelf Securities"), including the Public Securities and Representative’s Securities under the Securities Act, which registration 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 thereunder (the Commission "Securities Act Regulations"). The registration statement has been declared effective under the Securities Act (by the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act RegulationsCommission. Except The registration statement, as the context may otherwise requireof any time, means such registration statement on file with the Commission at as amended by any given time, including any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents filed as a part thereof incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein as of such time pursuant to Rule 430A ("Rule 430A") or Rule 430B of under the Securities Act Regulations (the “"Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time430B"), is referred to herein as the "Registration Statement.” The ;" provided, however, that the "Registration Statement at Statement" without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time it originally became of the first contract of sale for the Public Securities, which time shall be considered the "new effective is referred to herein as the “Initial Registration Statement.” If the Company files any date" of such registration statement with respect to the Public Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430A or Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations, then Regulations is hereinafter called the "Rule 462(b) Registration Statement," and after such filing, filing the term "Registration Statement" shall include such registration statement filed the 462(b) Registration Statement. The prospectus covering the Shelf Securities, dated October 24, 2013, in the form first used to confirm sales of the Public Securities (or in the form first made available to the Underwriter by the Company to meet requests of purchasers pursuant to Rule 462(b). 173 under the Securities Act) is hereinafter referred to as the "Base Prospectus." The Registration Statement was declared effective Base Prospectus, as supplemented by the Commission on March 29, 2019. The prospectus supplement specifically related to the Public Securities in the form first used to confirm sales of the Public Securities (or in which it was the form first made available to the Underwriter by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act), is hereinafter referred to, collectively, as the "Prospectus," and the term "Preliminary Prospectus" means any preliminary form of the Prospectus, including any preliminary prospectus supplement specifically related to the Public Securities, filed with the Commission in connection by the Company 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 Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing consent of the final prospectus supplement referred Underwriter. (B) All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) 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 ProspectusRegistration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include all such financial statements and include the documents schedules and other information incorporated or deemed incorporated by reference therein pursuant in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, prior to Item 12 the execution and delivery of Form S-3 this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”), incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement. (C) The term “Pricing Disclosure Package” means (i) the Preliminary Prospectus, as most recently amended or supplemented immediately prior to the Initial Sale Time (as defined herein), (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in Schedule I hereto, and (iii) any other Free Writing Prospectus (as defined below) that the parties hereto shall hereafter expressly agree to treat as part of the date of such prospectusPricing Disclosure Package.

Appears in 1 contract

Samples: Underwriting Agreement (InspireMD, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124213575), including any related prospectus or prospectuses, which registration statement was declared effective on November 14, 2016, for the registration of the Public Securities sale of certain securities of the Company, including the Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 promulgated thereunder (the “Securities Act Regulations”) and 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 registration statement on file with the Commission at any given time, including any amendments thereto to at such time, the exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form 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 with the Commission pursuant to Rule 462(b) of the Securities Act RegulationsRegulations relating to the 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 Registration Statement was declared effective by the Commission on March 29, 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 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 (“Rule 430B”) and Rule 424(b) (“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 in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary Prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (PARETEUM Corp)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124252196), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29January 28, 20192021. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Polar Power, Inc.)

Pursuant to the Securities Act. (i) The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124)statement, including any the related preliminary prospectus or prospectuses, for the registration of relating to the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 promulgated thereunder (the “Securities Act Regulations”) and 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), on Form S-1 (File No. Except as the context may otherwise require333-204672), such registration statement 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 12 of Form 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 ”); and such Initial Registration Statement, and any post-effective amendment thereto, each in the Company files any form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement statement, if any, increasing the size of the Offering (a “Rule 462(b) Registration Statement”) filed pursuant to Rule 462(b) of under the Securities Act RegulationsAct, then after such which will become effective upon filing, the term “Registration Statement” shall include such registration statement filed pursuant no other document with respect to Rule 462(b). The Registration Statement was declared effective by the Commission on March 29, 2019. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called has heretofore been filed with the “Base Prospectus.” Each preliminary prospectus supplement to Commission. The various parts of the Base Prospectus (Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the Base Prospectus as so supplemented) that described the 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), information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it became effective under the Securities Act, each as amended at the time such part of the Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act, are hereafter collectively referred to as the “Registration Statement.” (ii) Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. The Preliminary Prospectus, subject to completion, dated [•], 2015, that was included in the Registration Statement immediately prior to the Applicable Time (defined below) is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriter for use in the Offering is 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 12 of Form S-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 (BioRestorative Therapies, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 F-3 (File No. 333-230124229715), including any related prospectus or prospectuses, which registration statement was declared effective on March 8, 2019, for the registration of the sale of certain securities of the Company, including the Public Securities Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was prepared by the Company and is 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 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 registration statement on file with the Commission at any given time, including any amendments thereto to at such time, the exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form S-3 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 with the Commission pursuant to Rule 462(b) of the Securities Act RegulationsRegulations relating to the 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 Registration Statement was declared effective by the Commission on March 29, 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 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 (“Rule 430B”) and Rule 424(b) (“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 in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 F-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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary Prospectus or the Prospectus (and all other references of like import) 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, any Preliminary Prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Foresight Autonomous Holdings Ltd.)

Pursuant to the Securities Act. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 S-1, as amended (File No. 333-230124226840), including any the related preliminary prospectus or prospectusesprospectuses (the “Initial Registration Statement”), for relating to the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was Initial Registration 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 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 registration statement 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 12 of Form 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 , and any post-effective amendment thereto, each in the Company files any form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement statement, if any, increasing the size of the Offering (a “Rule 462(b) Registration Statement”) filed pursuant to Rule 462(b) of under the Securities Act RegulationsAct, then after such which will become effective upon filing, the term “Registration Statement” shall include such registration statement filed pursuant no other document with respect to Rule 462(b). The Registration Statement was declared effective by the Commission on March 29, 2019. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called has heretofore been filed with the “Base Prospectus.” Each preliminary prospectus supplement to Commission. The various parts of the Base Prospectus (Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the Base Prospectus as so supplemented) that described the 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), information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it became effective under the Securities Act (the “Rule 430A Information”), each as amended at the time such part of the Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act, are hereafter collectively referred to as the “Registration Statement.” Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to being completed and dated February 19, 2019, that was included in the Registration Statement immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters to use in the Offering is 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 the latest Preliminary Prospectus included in the Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, any Preliminary Prospectus, or the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the documents incorporated by reference therein Commission pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusits Electronic Data Gathering, Analysis and Retrieval (“EXXXX”) system.

Appears in 1 contract

Samples: Underwriting Agreement (Verb Technology Company, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 F-1 (File No. 333-230124122233), including any and amendments thereto, and related prospectus or prospectuses, preliminary prospectuses for the registration under the Securities Act of 1933, as amended, and together with the rules and regulations promulgated thereunder (the “Securities Act”), of the Public Securities Ordinary Shares and Underwriters ADSs, which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 hereinafter 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 has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) of under the Securities Act Regulationsregistering additional Ordinary Shares and Underwriters ADSs (a “Rule 462(b) Registration Statement”), then after such filingthen, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such registration statement filed pursuant to Rule 462(b). The ) Registration Statement was declared and the term “Ordinary Shares” shall include the additional Ordinary Shares underlying the additional Firm ADSs and underlying the Underwriter’s ADSs included therein. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective by upon filing, no other document with respect to the Commission on March 29, 2019. The prospectus in the form in which it was Registration Statement has heretofore been filed with the Commission in connection with Commission. All of the Initial Ordinary Shares and Underwriters ADSs have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is herein called filed, will be duly registered under the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to Act with the filing of such Rule 462(b) Registration Statement. Based on communications from the final prospectus supplement referred to in Commission, no stop order suspending effectiveness of either the following paragraph is herein called a “Preliminary Prospectus.” Promptly after Registration Statement or the execution Rule 462(b) Registration Statement, if any, has been issued and delivery of this Agreementno proceeding for that purpose has been initiated or threatened by the Commission. The Company, 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 if required by the Securities Act Regulations. Such final prospectus supplement (including Act, proposes to file the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”). The prospectus, in the form in which it is herein called to be filed with the Commission pursuant to Rule 424(b), or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the “Prospectus,” except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act which in either case was printed by the Company and made available to the Representatives for use in connection with the Offering is hereafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus Registration Statement shall be deemed to refer to and include the documents exhibits incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as on or before the effective date of the date Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of such prospectusthe foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”).

Appears in 1 contract

Samples: Underwriting Agreement (Gentium S.p.A.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124t), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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, 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 to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. Any reference herein to the Base any Preliminary Prospectus, any Preliminary the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Vision Marine Technologies Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124266858), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29August 24, 20192022. 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 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 As soon as practicable 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

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

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124251959), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 promulgated thereunder (the “Securities Act Regulations”) ), and contains and and, with respect to filings after the date hereof, 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Alfi, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124276650), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29January 31, 20192024. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (BriaCell Therapeutics Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124282966), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29November 12, 20192024. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Roadzen Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124272250), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 of the Registration Statement (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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 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 12 of Form S-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 (SRM Entertainment, Inc.)

Pursuant to the Securities Act. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 S-1, as amended (File No. 333-230124226840), including any the related preliminary prospectus or prospectusesprospectuses (the “Initial Registration Statement”), for relating to the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was Initial Registration 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 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 registration statement 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 12 of Form 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 , and any post-effective amendment thereto, each in the Company files any form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement statement, if any, increasing the size of the Offering (a “Rule 462(b) Registration Statement”) filed pursuant to Rule 462(b) of under the Securities Act RegulationsAct, then after such which will become effective upon filing, the term “Registration Statement” shall include such registration statement filed pursuant no other document with respect to Rule 462(b). The Registration Statement was declared effective by the Commission on March 29, 2019. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called has heretofore been filed with the “Base Prospectus.” Each preliminary prospectus supplement to Commission. The various parts of the Base Prospectus (Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the Base Prospectus as so supplemented) that described the 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), information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it became effective under the Securities Act (the “Rule 430A Information”), each as amended at the time such part of the Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act, are hereafter collectively referred to as the “Registration Statement.” Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to being completed and dated April 2, 2019, that was included in the Registration Statement immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters to use in the Offering is 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 the latest Preliminary Prospectus included in the Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, any Preliminary Prospectus, or the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the documents incorporated by reference therein Commission pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusits Electronic Data Gathering, Analysis and Retrieval (“EXXXX”) system.

Appears in 1 contract

Samples: Underwriting Agreement (Verb Technology Company, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124249381), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 promulgated thereunder (the “Securities Act Regulations”) ), and contains and and, with respect to filings after the date hereof, 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Reliance Global Group, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a “shelf” registration statement on Form S-3 F-1 (File No. 333-230124122233), including any and amendments thereto, and related prospectus or prospectuses, preliminary prospectuses for the registration under the Securities Act of 1933, as amended, and together with the rules and regulations promulgated thereunder (the "Securities Act"), of the Public Securities Shares, which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, which registration statement was prepared by is hereinafter referred to as the "Registration Statement." If 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 contains and will contain all material statements that are has filed or is required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement 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 12 of Form 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 terms hereof 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 file a registration statement pursuant to Rule 462(b) of under the Securities Act Regulationsregistering additional Shares (a "Rule 462(b) Registration Statement"), then after then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement and the term "Shares" shall include the additional Firm Shares and Underwriter's Shares included therein. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement was declared effective by the Commission on March 29, 2019. The prospectus in the form in which it was has heretofore been filed with the Commission in connection with Commission. All of the Initial Shares have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is herein called filed, will be duly registered under the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to Act with the filing of such Rule 462(b) Registration Statement. Based on communications from the final prospectus supplement referred to in Commission, no stop order suspending effectiveness of either the following paragraph is herein called a “Preliminary Prospectus.” Promptly after Registration Statement or the execution Rule 462(b) Registration Statement, if any, has been issued and delivery of this Agreementno proceeding for that purpose has been initiated or threatened by the Commission. The Company, 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 if required by the Securities Act Regulations. Such final prospectus supplement (including Act, proposes to file the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act ("Rule 424(b)"). The prospectus, in the form in which it is herein to be filed with the Commission pursuant to Rule 424(b), or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term "Prospectus" shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act which in either case was printed by the Company and made available to the Representatives for use in connection with the Offering is hereafter called the “a "Preliminary Prospectus." Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus Registration Statement shall be deemed to refer to and include the documents exhibits incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as on or before the effective date of the date Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of such prospectusthe foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX").

Appears in 1 contract

Samples: Underwriting Agreement (Gentium S.p.A.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124276430), including any related prospectus or prospectuses, which registration statement was declared effective on January 18, 2024, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was declared effective by the Commission on March 29, 2019. 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 Public Securities 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 8, 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 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 12 of Form S-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 (C3is Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 F-6 (No. 333-265156) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-230124263338), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 date hereof 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 Registration Statement has been declared effective by the Commission on the date hereof and the ADS Registration Statement was declared effective by the Commission on March 29[●], 20192022. 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 Public Securities 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 12 of Form S-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 (Mobilicom LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and any amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124259180), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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”) ). The conditions for use of Form S-1 as set forth in the General Instructions to such Form, to register the Public Securities and contains and will contain all material statements that are required to be stated therein in accordance with the Representative’s Securities under the Securities Act and the Securities Act RegulationsAct, have been satisfied. Except as the context may otherwise require, such registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 October 7, 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 12 of Form S-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 (Healthcare Triangle, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124333-[•]), including any related prospectus or prospectuses, which registration statement was declared effective on [•], 2024, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was declared effective by the Commission on March 29, 2019. 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 Public Securities 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 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 12 of Form S-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 (C3is Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124230503), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29April 11, 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: 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 “shelf” registration statement on Form S-3 (File No. 333-230124265995), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29July 15, 20192022. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Cel Sci Corp)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124214214), including any related prospectus or prospectuses, which registration statement was declared effective on November 15, 2016, for the registration of the Public Securities sale of certain securities of the Company, including the Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 promulgated thereunder (the “Securities Act Regulations”) and 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 registration statement on file with the Commission at any given time, including any amendments thereto to at such time, the exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form 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 with the Commission pursuant to Rule 462(b) of the Securities Act RegulationsRegulations relating to the 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 Registration Statement was declared effective by the Commission on March 29, 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 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 (“Rule 430B”) and Rule 424(b) (“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 in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary Prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Akers Biosciences Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and any amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124333-[ ]), including any related prospectus or prospectuses, for the registration of the Public Securities, the Representative’s Securities, and the Additional Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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”) ). The conditions for use of Form S-1 as set forth in the General Instructions to such Form, to register the Public Securities, the Representative’s Securities, and contains and will contain all material statements that are required to be stated therein in accordance with the Additional Securities under the Securities Act and the Securities Act RegulationsAct, have been satisfied. Except as the context may otherwise require, such registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Epien Medical, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124266897), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative's Securities under the Securities Act of 1933, as amended (the "Securities Act"), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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, subject to completion, dated [•], 2022, 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 "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 12 of Form S-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 (KWESST Micro Systems Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 F-6 (No. 333-263785) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-230124263338), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 date hereof 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 Registration Statement has been declared effective by the Commission on the date hereof and the ADS Registration Statement was declared effective by the Commission on March 29May [●], 20192022. 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 Public Securities 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 March 30, 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 12 of Form S-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 (SaverOne 2014 Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124265860), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Kiromic Biopharma, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124269225), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29January 25, 20192023. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Oragenics Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and any amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124274326), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (defined as 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 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 12 of Form S-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 (Linkage Global Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124251959), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 promulgated thereunder (the “Securities Act Regulations”) ), and contains and and, with respect to filings after the date hereof, 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 26, 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 12 of Form S-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 (Alfi, 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 “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124278416), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representatives’ Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Lakeside Holding LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124216621), including any related prospectus or prospectuses, which registration statement was declared effective on June 15, 2017, for the registration of the Public Securities sale of certain securities of the Company, including the Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 promulgated thereunder (the “Securities Act Regulations”) and 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 registration statement on file with the Commission at any given time, including any amendments thereto to at such time, the exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form 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 with the Commission pursuant to Rule 462(b) of the Securities Act RegulationsRegulations relating to the 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 Registration Statement was declared effective by the Commission on March 29, 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 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 which includes the Rule 430B Information in accordance with the provisions of Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), which includes the Rule 430B Information, in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary Prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Meridian Waste Solutions, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a “shelf” registration statement on Form S-3 F-1 (File No. 333-230124122233), including any and amendments thereto, and related prospectus or prospectuses, preliminary prospectuses for the registration under the Securities Act of 1933, as amended, and together with the rules and regulations promulgated thereunder (the "Securities Act"), of the Public Securities Ordinary Shares and Underwriters ADSs, which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, which registration statement was prepared by is hereinafter referred to as the "Registration Statement." If 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 contains and will contain all material statements that are has filed or is required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement 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 12 of Form 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 terms hereof 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 file a registration statement pursuant to Rule 462(b) of under the Securities Act Regulationsregistering additional Ordinary Shares and Underwriters ADSs (a "Rule 462(b) Registration Statement"), then after then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement and the term "Ordinary Shares" shall include the additional Ordinary Shares underlying the additional Firm ADSs and underlying the Underwriter's ADSs included therein. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement was declared effective by the Commission on March 29, 2019. The prospectus in the form in which it was has heretofore been filed with the Commission in connection with Commission. All of the Initial Ordinary Shares and Underwriters ADSs have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is herein called filed, will be duly registered under the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to Act with the filing of such Rule 462(b) Registration Statement. Based on communications from the final prospectus supplement referred to in Commission, no stop order suspending effectiveness of either the following paragraph is herein called a “Preliminary Prospectus.” Promptly after Registration Statement or the execution Rule 462(b) Registration Statement, if any, has been issued and delivery of this Agreementno proceeding for that purpose has been initiated or threatened by the Commission. The Company, 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 if required by the Securities Act Regulations. Such final prospectus supplement (including Act, proposes to file the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act ("Rule 424(b)"). The prospectus, in the form in which it is herein to be filed with the Commission pursuant to Rule 424(b), or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term "Prospectus" shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act which in either case was printed by the Company and made available to the Representatives for use in connection with the Offering is hereafter called the “a "Preliminary Prospectus." Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus Registration Statement shall be deemed to refer to and include the documents exhibits incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as on or before the effective date of the date Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of such prospectusthe foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX").

Appears in 1 contract

Samples: Underwriting Agreement (Gentium S.p.A.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and any amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124270741), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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”) ). The conditions for use of Form F-1, as set forth in the General Instructions to such Form, to register the Public Securities and contains and will contain all material statements that are required to be stated therein in accordance with the Representative’s Securities under the Securities Act and the Securities Act Regulationshave been satisfied. Except as the context may otherwise require, such registration statement 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 12 of Form S-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 Registration Statement was declared effective by the Commission on March 29, 2019. 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 Public Securities 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, the Company will prepare and file with the Commission a final prospectus supplement Registration Statement immediately prior to the Base Prospectus relating to Applicable Time is hereinafter called 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)“Pricing Prospectus.” The prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) under ), or, if the Securities Act prospectus is herein called not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as 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 12 of Form S-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 (CCSC Technology International Holdings LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 F-3 (File No. 333-230124266346), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form S-3 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 Registration Statement was declared effective by the Commission on March 29August 5, 20192022. 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 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 12 of Form S-3 F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Eltek LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124258139), including any related prospectus or prospectuses, which registration statement was declared effective on July 27, 2021, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 27, 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 12 of Form S-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 (Alset EHome International Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124265741), including any related prospectus or prospectuses, for the registration of the public offering, issuance and sale of the Public Securities and the Underwriter’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 also include such registration statement filed pursuant to Rule 462(b). The Registration Statement was has been declared effective by the Commission on March 29, 2019. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called date hereof (the “Base Prospectus.” Effective Date”). Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public Securities 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 12 of Form S-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 (Biostage, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124), 197824) including any a related prospectus or prospectusesprospectus, for the registration of certain securities (the “Shelf Securities”), including the Public Securities and Representative’s Securities under the Securities Act, which registration 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 thereunder (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with ). The registration statement has been declared effective under the Securities Act and by the Securities Act RegulationsCommission. Except The registration statement, as the context may otherwise requireof any time, means such registration statement on file with the Commission at as amended by any given time, including any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents filed as a part thereof incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein as of such time pursuant to Rule 430A (“Rule 430A”) or Rule 430B of under the Securities Act Regulations (the “Rule 430B Information430B) or otherwise pursuant to the Securities Act Regulations at such time), is referred to herein as the "Registration Statement.” The ;" provided, however, that the "Registration Statement at Statement" without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time it originally became of the first contract of sale for the Public Securities, which time shall be considered the "new effective is referred to herein as the “Initial Registration Statement.” If the Company files any date" of such registration statement with respect to the Public Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430A or Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations, then Regulations is hereinafter called the "Rule 462(b) Registration Statement," and after such filing, filing the term "Registration Statement" shall include such registration statement filed pursuant to Rule the 462(b). The Registration Statement was declared effective by the Commission on March 29, 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Tonix Pharmaceuticals Holding Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124270684), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 2924, 20192023. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Hillstream BioPharma Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124264234), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29May 5, 20192022. 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 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 As soon as practicable 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Alset Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124280273), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement statement, as amended, including all filings incorporated by reference therein, 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Know Labs, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124271605), including any related prospectus or prospectuses, which registration statement was declared effective on June [*], 2023, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was declared effective by the Commission on March 29, 2019. 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 Public Securities 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 [*], 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 12 of Form S-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 (Applied UV, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124257992), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 date on which the Registration Statement is declared effective by the Commission (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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 13, 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 12 of Form S-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 (EVmo, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124333- 229090), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared became effective by the Commission automatically on March 29February 13, 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (ENDRA Life Sciences Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124189794), including any related a base prospectus or prospectuses, for relating to the registration of Common Stock (the Public Securities “Base Prospectus”) under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 promulgated thereunder (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with ), for the Securities Act and registration of the Securities Act Regulations. Except as sale of certain securities of the context may otherwise requireCompany, such including the Public Securities, which registration statement was declared effective on file with July 16, 2013. The term “Registration Statement” as used in this Agreement means the Commission at any given timeregistration statement (including all exhibits, including any amendments thereto to such time, exhibits financial schedules and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form S-3 under the Securities Act at such time and the all documents and information otherwise deemed to be a part thereof or included therein of the Registration Statement pursuant to Rule 430B 430A of the Securities Act Regulations (Regulations), as amended and/or supplemented to the “Rule 430B Information”) or otherwise date of this Agreement, including the Base Prospectus. If requested by the Representative, the Company shall promptly prepare and file with the Commission a registration statement pursuant to Rule 462(b) under 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.” Act. If the Company files any a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulationsrelating 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 Registration Statement was declared effective by the Commission on March 29, 2019. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is ) and any reference herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public Securities and shall include 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 securities registered under such registration statement. After 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 covering the Public Securities and to be sold in the Offering 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 11, 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 12 of Form 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 related notes) 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 1 contract

Samples: Underwriting Agreement (Synthetic Biologics, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 F-6 (No. 333-263785) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-230124263338), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 date hereof 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 Registration Statement has been declared effective by the Commission on the date hereof and the ADS Registration Statement was declared effective by the Commission on March 29[●], 20192022. 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 Public Securities 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 12 of Form S-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 (SaverOne 2014 Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124215204), including any related prospectus or prospectuses, for the registration of the Underlying Shares and the Representatives’ Securities, and a registration statement on Form F-6 (File No. 333-148037) with respect to the Public Securities Securities, in each case under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was statements 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 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 Form F-1 registration statement statement, as amended, on file with the Commission at any given timethe time such 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 12 of Form S-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 and such Form F-6 Registration Statement at the time it originally became effective is referred to herein as the “Initial ADS 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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 24, 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 12 of Form S-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 (Immuron LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124333-[___]), including any related prospectus or prospectuses, for the registration of the public offering, issuance and sale of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 also include such registration statement filed pursuant to Rule 462(b). The Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (LMP Automotive Holdings, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124252911), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 2911, 20192021. 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 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 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Kaspien Holdings Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124232172), including any related prospectus or prospectuses, for the registration of the public offering, issuance and sale of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 also include such registration statement filed pursuant to Rule 462(b). The Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 3 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 12 of Form S-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 (LMP Automotive Holdings, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124263260), including any related prospectus or prospectuses, for the registration of the public offering, issuance and sale of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 also include such registration statement filed pursuant to Rule 462(b). The Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 February 5, 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 12 of Form S-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 (LMP Automotive Holdings, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124215204), including any related prospectus or prospectuses, for the registration of the Underlying Shares and the Representative’s Securities, and a registration statement on Form F-6 (File No. 333-148037) with respect to the Public Securities Securities, in each case under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was statements 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 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 Form F-1 registration statement statement, as amended, on file with the Commission at any given timethe time such 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 12 of Form S-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 and such Form F-6 Registration Statement at the time it originally became effective is referred to herein as the “Initial ADS 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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Immuron LTD)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124280273), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representatives’ Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement statement, as amended, including all filings incorporated by reference therein, 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (Know Labs, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-230124201339), including any related prospectus or prospectuseswhich registration statement was declared effective on January 21, 2015, for the registration of the sale of certain securities of the Company, including the Public Securities Securities, under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Regulations”), which registration statement was and any amendments thereto have been prepared by the Company in all material respects 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 contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act RegulationsAct. Except as the context may otherwise require, such Such registration statement 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 12 the date of Form 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 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 Registration Statement was declared effective by the Commission on March 29, 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 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 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 March 8, 2017, 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 12 of Form 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 1 contract

Samples: Underwriting Agreement (Tg Therapeutics, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124268007), including any related prospectus or prospectuses, for the registration of the Public Shares and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 contains and will contain on the Closing Date and any Option Closing Date 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called date hereof (the “Base Prospectus.” Effective Date”). Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public Securities 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 12 of Form S-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 (Lemeng Holdings LTD)

Pursuant to the Securities Act. The Company meets the general eligibility requirements for the use of Form F-10 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 (the “Rules and Regulations”) on Form F-10 (File No. 333-255264) on April 15, 2021 and as amended and filed on May 10, 2021 and June 1, 2021, providing for the offer and sale, from time to time, of up to C$700,000,000 (or the equivalent in other currencies based on the exchange rate at the time of the offering) of the Company’s securities (the “Registration Statement”). The Registration Statement, including the Amended and Restated Canadian Final Base Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable Rules and Regulations) therein and all exhibits thereto and all documents incorporated by reference therein, became effective pursuant to Rule 467(a) under the Securities Act on June 1, 2021. In connection with the filing of the Registration Statement, the Company has filed with the Commission, on April 15, 2021, an appointment of agent for service of process upon the Company on Form F-X (the Securities Act RegulationsForm F-X”) and 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 registration statement 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 12 of Form S-3 under the Securities Act Act. The prospectus included in the Registration Statement at such the time and the it became effective, including documents and information otherwise deemed to be a part thereof or included incorporated therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such timeby reference, is referred to herein as the “Registration Statement.” The U.S. Base Prospectus”. No stop order suspending the effectiveness of 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 Registration Statement was declared effective by the Commission on March 29, 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 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) has been issued under the Securities Act is herein called the “Prospectus.” Any reference herein and no proceedings for that purpose have been instituted or are pending or, to the Base Prospectusknowledge of the Company, are contemplated by the Commission and any Preliminary Prospectus or request on the Prospectus shall be deemed to refer to part of the Commission for additional information has been complied with. The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 433 under the Securities Act as of with respect to the date of such prospectusOffering contemplated hereby.

Appears in 1 contract

Samples: Underwriting Agreement (HEXO Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124274350), including any related prospectus or prospectuses, for the registration of the Public Shares and the Representatives’ Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement statement, as amended, including all filings incorporated by reference therein, 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 19, 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 12 of Form S-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 (Know Labs, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-230124257697), including any related prospectus or prospectuses, for the registration of the Public Securities Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 contains and or 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 registration statement statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus Supplement (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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement. The form of prospectus included in which the Registration Statement at the time it was declared effective, as it may have been amended, modified or supplemented and filed with the Commission in connection with after such effective date and prior to the Initial Registration Statement date hereof pursuant to Rule 424(b)(3), is herein hereinafter called the “Base Prospectus.” Each prospectus (including any preliminary prospectus supplement relating to the Base Prospectus (including the Base Prospectus as so supplementedShares) that described the Public Securities 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 Supplement.” The Preliminary Prospectus Supplement, subject to completion, dated August 16, 2023, that was included in the Company will prepare and file Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus supplement, to be filed along 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)Prospectus, 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.” The Pricing Prospectus and the Prospectus are hereafter called the “Prospectus Supplement”. Any reference herein to the Base Prospectus, any “most recent Preliminary Prospectus or the Prospectus Supplement” shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under latest Preliminary Prospectus Supplement included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (KULR Technology Group, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124214458), including any related prospectus or prospectuses, for the registration of the Public (i) ADS Offered Securities (ii) the ADS Ordinary Shares, and (iii) the Representative’s Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 thereunder (the “Securities Act Regulations”) and 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 registration statement statement, as amended, on file with the Commission at any given timethe time and date the registration statement became effective (the “Effective Date”) (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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. The prospectus in A registration statement on Form F-6 (No. 333-197509) covering the form in which it was registration of the ADSs (the “ADS Registration Statement”) under the Securities Act has also been filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Commission. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public Securities 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 Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Therapix Biosciences Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124265995), including any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act, which registration 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 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 registration statement 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 12 of Form 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 Registration Statement was declared effective by the Commission on March 29July 15, 20192022. 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 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 Prospectus, and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Cel Sci Corp)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124333-[●]), including any related prospectus or prospectuses, which registration statement was declared effective on [●], 2024, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was declared effective by the Commission on March 29, 2019. 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 Public Securities 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 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 12 of Form S-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 (C3is Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124220747), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act RegulationsRegulations as of the Effective Date. Except as the context may otherwise require, such registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. All references in this agreement (this “Agreement”) to the Registration Statement, the Rule 462(b) Registration Statement, any Preliminary Prospectus or the Prospectus Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include any copy thereof filed with the documents incorporated by reference therein Commission pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusits Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).

Appears in 1 contract

Samples: Underwriting Agreement (Sun BioPharma, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124213087), including any related prospectus or prospectuses, which registration statement was declared effective on August 23, 2016, for the registration of the Public Securities sale of certain securities of the Company, including the Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration 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 promulgated thereunder (the “Securities Act Regulations”) and 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 registration statement on file with the Commission at any given time, including any amendments thereto to at such time, the exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form 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 with the Commission pursuant to Rule 462(b) of the Securities Act RegulationsRegulations relating to the 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 Registration Statement was declared effective by the Commission on March 29, 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 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 (“Rule 430B”) and Rule 424(b) (“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 in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary Prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Ritter Pharmaceuticals Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124261648), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (CEA Industries Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”Commission “) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124), 225157) including any related prospectus or prospectuses, for the registration of the Public Shares, the Underwriter’s Securities under and for the Securities Actresale of shares of Common Stock issuable upon the conversion and exercise of the Company’s 13% senior secured convertible promissory notes and related common stock purchase warrants, which registration statement was prepared respectively, by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission Selling Stockholders named therein, under the Securities Act of 1933, as amended (the “Securities Act RegulationsAct) and 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 in the final form furnished to the Base Prospectus relating to the Public Securities and Underwriters for use in 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 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 12 of Form S-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectus.Registration Statement. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (HyreCar Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-230124213036), including any related prospectus or prospectuses, which registration statement was declared effective on August 25, 2016, for the registration of the sale of certain securities of the Company, including the Public Securities Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was prepared by the Company and is 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 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 registration statement on file with the Commission at any given time, including any amendments thereto to at such time, the exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form 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 with the Commission pursuant to Rule 462(b) of the Securities Act RegulationsRegulations relating to the 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 Registration Statement was declared effective by the Commission on March 29, 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 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 (“Rule 430B”) and Rule 424(b) (“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 in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form 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, any Preliminary 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, any Preliminary 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, any Preliminary 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, any Preliminary Prospectus or the Prospectus (and all other references of like import) 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, any Preliminary Prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (ONCOSEC MEDICAL Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 S-1 (File No. 333-230124333-______), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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”) ). The conditions for use of Form S-1 as set forth in the General Instructions to such Form, to register the Public Securities and contains and will contain all material statements that are required to be stated therein in accordance with the Representative’s Securities under the Securities Act and the Securities Act RegulationsAct, have been satisfied. Except as the context may otherwise require, such registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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, subject to completion, dated [●], 2022, 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 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 12 of Form S-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 (Pineapple Financial Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3 F-1 (File No. 333-230124234292), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Registration Statement was has been declared effective by the Commission on March 29, 2019the date hereof. 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 Public Securities 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 12 of Form S-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 (BriaCell Therapeutics Corp.)

Pursuant to the Securities Act. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and Post-Effective amendment thereto, on Form S-3 F-1 (File No. 333-230124233468), including any related prospectus or prospectuses, for the registration of the Public Offered Shares and the Underwriter’s Warrant Securities (both defined hereinafter) under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement was 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 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 registration statement 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 12 of Form S-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 Exchange Act Regulations at such timeof 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (the “Exchange Act Regulations”) 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 Registration Statement was has been declared effective by the Commission on March 29, 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 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 Regulationsdate hereof. Such final prospectus supplement (including the Base Prospectus as so supplemented)prospectus, in the form first filed with pursuant to Rule 424(b) under the Commission Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto, or, if no filing pursuant to Rule 424(b) under the Securities Act is herein required, the form of final prospectus relating to the Shares included in the Registration Statement at the effective date of the Registration Statement, is called the “Prospectus.” All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, the preliminary prospectus included in the Registration Statement (each, a “preliminary prospectus”), the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The preliminary prospectus, dated _______, 2020, that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” Any reference to the “most recent preliminary prospectus” shall be deemed to refer to the latest preliminary prospectus included in the registration statement. Any reference herein to the Base Prospectus, any Preliminary Prospectus preliminary prospectus or the Prospectus or any supplement or amendment to either thereof shall be deemed to refer to and include the any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusreference.

Appears in 1 contract

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

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