Risks Related to this Offering. There will be restrictions on resale of the securities and the shares and there is no assurance of the registration of the securities. None of the Securities or Shares may be sold unless, at the time of such intended sale, there is a current registration statement covering the resale of the Securities and Shares or there exists an exemption from registration under the Securities Act, and such Securities and Shares have been registered, qualified, or deemed to be exempt under applicable securities or “blue sky” laws in the state of residence of the seller or in the state where sales are being effected. If no registration statement is filed and declared effective covering the resale of any of the Securities or Shares sold pursuant to this Agreement, investors will be precluded from disposing of such securities unless such securities may become eligible to be disposed of under the exemptions provided by Rule 144 under the Securities Act without restriction. If the securities sold pursuant to this Offering are not registered for resale under the Securities Act, or exempt therefrom, and registered or qualified under applicable securities or “blue sky” laws, or deemed exempt therefrom, the value of the such securities will be greatly reduced. We have significant discretion over the use of certain of the net proceeds. Assuming that all of the Securities offered by this Agreement are sold, the proceeds to us from the sale of the Securities will be approximately $1,470,000 if the Maximum Offering is sold. A significant portion of the net proceeds of this Offering will be applied to working capital and other general corporate purposes. Accordingly, our management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. The offering price for the securities has been arbitrarily determined by us. The offering price of the Securities was arbitrarily determined by us. The price of the Securities does not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets. Rather, the price of the Securities may be derived as a result of our negotiations with the investors based upon various factors including prevailing market conditions, our future prospects and our capital structure. These prices do not necessarily accurately reflect the actual value of the Securities or the price that may be realized upon disposition of the Securities or the Shares. An investment in our securities is speculative and there can be no assurance of any return on any such investment. An investment in the Securities is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Securities will be offered by us on a “Best Efforts” basis, and we may not raise the Maximum Offering. We are offering the Securities on a “best efforts” basis. In a best efforts offering such as this one, there is no assurance that we will sell the Maximum Offering. Accordingly, we may close upon amounts less than the Maximum Offering, which may not provide us with sufficient funds to fully implement our business plan. Investor funds will not accrue interest while in escrow prior to closing. We anticipate that the funds that are delivered in connection with subscriptions will be held in a non-interest bearing escrow account until the closing of the Offering, if any. If we terminate the Offering prior to accepting an investor’s subscription, such amount will be returned, without interest or deduction, to the investor. Investors may not have the use of such funds or receive interest thereon pending the completion of the Offering. If the Maximum Offering amount is not raised, it may increase our long-term debt or the amount of additional equity we need to raise. There is no assurance that the maximum number of Securities offered in this Offering will be sold. If the Maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity we are required to raise will further dilute investors participating in this Offering.
Appears in 1 contract
Risks Related to this Offering. There will be restrictions on resale of the securities and the shares and there is no assurance of the registration of the securities. None of the Securities or Shares may be sold unless, at the time of such intended sale, there is a current registration statement covering the resale of the Securities and Shares or there exists an exemption from registration under the Securities Act, and such Securities and Shares have been registered, qualified, or deemed to be exempt under applicable securities or “blue sky” laws in the state of residence of the seller or in the state where sales are being effected. The Company has no current intention of filing a registration statement covering the resale of the Securities. If no registration statement is filed and declared effective covering the resale of any of the Securities or Shares sold pursuant to this Agreement, investors will be precluded from disposing of such securities Securities unless such securities Securities may become eligible to be disposed of under the exemptions provided by Rule 144 under the Securities Act without restriction. If the securities sold pursuant to this Offering Securities are not registered for resale under the Securities Act, or exempt therefrom, and registered or qualified under applicable securities or “blue sky” laws, or deemed exempt therefrom, the value of the such securities will be greatly reduced. The Company was at one time a “shell company” as defined in Rule 12b-2 under the Exchange Act. Pursuant to Rule 144(i), securities issued by a current or former shell company (that is, the Shares) that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 unless at the time of a proposed sale pursuant to Rule 144, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports. Furthermore, Purchasers investing in the Securities being offered in reliance upon Regulation S may only be able to sell the Securities in offshore transactions in compliance with Regulation S or pursuant to an effective registration statement under the Securities Act or another exemption from such registration, if available. In connection with any resale of the Securities pursuant to Regulation S, the Company will not register a transfer not made in accordance with Regulation S, pursuant to an effective registration statement under the Securities Act or in accordance with another exemption from the Securities Act. We have significant discretion over the use of certain of the net proceeds. Assuming that all of the Securities offered by this Agreement are sold, the proceeds to us from the sale of the Securities will be approximately $1,470,000 if the Maximum Offering is sold. A significant portion of the net proceeds of this Offering will be applied to working capital and other general corporate purposes, including payments of salary and bonuses to management for services rendered and to be provided to the Company. Accordingly, our management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. Greater risk of loss to the early investors than to later investors. There is no minimum offering amount. Consequently, the Company can close on any sum raised, and do so on a rolling basis. As a result, there can be no assurance that the Company will raise a minimally sufficient amount of capital enabling it to continue operations. If the Company fails to raise a sufficient amount of capital to continue its business, such failure may lead to investors losing their entire investment. In addition, if the Company raises an appreciable sum that is nevertheless substantially less than the amount equivalent of a sale of the Maximum Offering Amount, the Company is likely to have insufficient funds to fully implement its business strategy. Therefore, the sale of a minimal number of Shares could have material, adverse consequences on the Company’s business, financial condition and future outlook. Because there is no minimum required for the Offering to close, investors in this Offering will not receive a refund in the event that we do not sell an amount of Shares sufficient to pursue the business goals of the Company. There is no minimum offering amount for this Offering. Because there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives or proceed with our operations due to a lack of interest in this Offering. If this were to occur, we may be forced to curtail or abandon our operations with a loss to investors who purchase Securities in this Offering. Investors’ funds will not be returned under any circumstances whether during or after the Offering. The offering price for the securities has been arbitrarily determined by us. The offering price of the Securities was arbitrarily determined by us. The price of the Securities does not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets. Rather, the price of the Securities may be derived as a result of our negotiations with the investors based upon various factors including prevailing market conditions, our future prospects and our capital structure. These prices do not necessarily accurately reflect the actual value of the Securities or the price that may be realized upon disposition of the Securities or the SharesSecurities. An investment in our securities is speculative and there can be no assurance of any return on any such investment. An investment in the Securities is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Securities will be offered by us on a “Best Efforts” basis, and we may not raise the Maximum Offering. We are offering the Securities on a “best efforts” basis. In a best efforts offering such as this one, there is no assurance that we will sell the Maximum Offering. Accordingly, we may close upon amounts less than the Maximum Offering, which may not provide us with sufficient funds to fully implement our business plan. Investor funds will not accrue interest while in escrow prior to closing. We anticipate that the funds that are delivered in connection with subscriptions will be held in a non-interest bearing escrow account until the closing of the Offering, if any. If we terminate the Offering prior to accepting an investor’s subscription, such amount will be returned, without interest or deduction, to the investor. Investors may not have the use of such funds or receive interest thereon pending the completion of the Offering. If the Maximum Offering amount is not raised, it may increase our long-term debt or the amount of additional equity we need to raise. There is no assurance that the maximum number of Securities offered in this Offering will be sold. If the Maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity we are required to raise will further dilute investors participating in this Offering.
Appears in 1 contract
Risks Related to this Offering. There will be restrictions on resale of the securities and the shares and there is no assurance of the registration of the securities. None of the Securities or Shares may be sold unless, at the time of such intended sale, there is a current registration statement covering the resale of the Securities and Shares or there exists an exemption from registration under the Securities Act, and such Securities and Shares have been registered, qualified, or deemed to be exempt under applicable securities or “blue sky” laws in the state of residence of the seller or in the state where sales are being effected. The Company has no current intention of filing a registration statement covering the resale of the Securities. If no registration statement is filed and declared effective covering the resale of any of the Securities or Shares sold pursuant to this Agreement, investors will be precluded from disposing of such securities Securities unless such securities Securities may become eligible to be disposed of under the exemptions provided by Rule 144 under the Exhibit 10.1 Securities Act without restriction. If the securities sold pursuant to this Offering Securities are not registered for resale under the Securities Act, or exempt therefrom, and registered or qualified under applicable securities or “blue sky” laws, or deemed exempt therefrom, the value of the such securities will be greatly reduced. The Company was at one time a “shell company” as defined in Rule 12b-2 under the Exchange Act. Pursuant to Rule 144(i), securities issued by a current or former shell company (that is, the Shares) that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 unless at the time of a proposed sale pursuant to Rule 144, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports. Furthermore, Purchasers investing in the Securities being offered in reliance upon Regulation S may only be able to sell the Securities in offshore transactions in compliance with Regulation S or pursuant to an effective registration statement under the Securities Act or another exemption from such registration, if available. In connection with any resale of the Securities pursuant to Regulation S, the Company will not register a transfer not made in accordance with Regulation S, pursuant to an effective registration statement under the Securities Act or in accordance with another exemption from the Securities Act. We have significant discretion over the use of certain of the net proceeds. Assuming that all of the Securities offered by this Agreement are sold, the proceeds to us from the sale of the Securities will be approximately $1,470,000 if the Maximum Offering is sold. A significant portion of the net proceeds of this Offering will be applied to working capital and other general corporate purposes, including payments of salary and bonuses to management for services rendered and to be provided to the Company. Accordingly, our management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. Greater risk of loss to the early investors than to later investors. There is no minimum offering amount. Consequently, the Company can close on any sum raised, and do so on a rolling basis. As a result, there can be no assurance that the Company will raise a minimally sufficient amount of capital enabling it to continue operations. If the Company fails to raise a sufficient amount of capital to continue its business, such failure may lead to investors losing their entire investment. In addition, if the Company raises an appreciable sum that is nevertheless substantially less than the amount equivalent of a sale of the Maximum Offering Amount, the Company is likely to have insufficient funds to fully implement its business strategy. Therefore, the sale of a minimal number of Shares could have material, adverse consequences on the Company’s business, financial condition and future outlook. Because there is no minimum required for the Offering to close, investors in this Offering will not receive a refund in the event that we do not sell an amount of Shares sufficient to pursue the business goals of the Company. There is no minimum offering amount for this Offering. Because there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives or proceed with our operations due to a lack of interest in this Offering. If this were to occur, we may be forced to curtail or abandon our operations with a loss to investors who purchase Securities in this Offering. Investors’ funds will not be returned under any circumstances whether during or after the Offering. The offering price for the securities has been arbitrarily determined by us. The offering price of the Securities was arbitrarily determined by us. The price of the Securities does not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets. Rather, the price of the Securities may be derived as a result of our negotiations with the investors based upon various factors including prevailing market conditions, our future prospects and our capital structure. These prices do not necessarily accurately reflect the actual value of the Securities or the price that may be realized upon disposition of the Securities or the SharesSecurities. An investment in our securities is speculative and there can be no assurance of any return on any such investment. An investment in the Securities is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Securities will be offered by us on a “Best Efforts” basis, and we may not raise the Maximum Offering. We are offering the Securities on a “best efforts” basis. In a best efforts offering such as this one, there is no assurance that we will sell the Maximum Offering. Accordingly, we may close upon amounts less than the Maximum Offering, which may not provide us with sufficient funds to fully implement our business plan. Investor funds will not accrue interest while in escrow prior to closing. We anticipate that the funds that are delivered in connection with subscriptions will be held in a non-interest bearing escrow account until the closing of the Offering, if any. If we terminate the Offering prior to accepting an investor’s subscription, such amount will be returned, without interest or deduction, to the investor. Investors may not have the use of such funds or receive interest thereon pending the completion of the Offering. If the Maximum Offering amount is not raised, it may increase our long-term debt or the amount of additional equity we need to raise. There is no assurance that the maximum number of Securities offered in this Offering will be sold. If the Maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity we are required to raise will further dilute investors participating in this Offering.
Appears in 1 contract
Risks Related to this Offering. There will be restrictions on resale of the securities and the shares and there is no assurance minimum offering size. We are selling the Shares on a “best efforts” basis. There is no minimum number of Shares that the registration of the securities. None of the Securities or Shares may be sold unless, at the time of such intended sale, there is a current registration statement covering the resale of the Securities and Shares or there exists an exemption from registration under the Securities ActCompany must sell before it receives, and such Securities and Shares have been registered, qualified, or deemed has the right to be exempt under applicable securities or “blue sky” laws in the state of residence of the seller or in the state where sales are being effected. If no registration statement is filed and declared effective covering the resale of any of the Securities or Shares sold pursuant to this Agreement, investors will be precluded from disposing of such securities unless such securities may become eligible to be disposed of under the exemptions provided by Rule 144 under the Securities Act without restriction. If the securities sold pursuant to this Offering are not registered for resale under the Securities Act, or exempt therefrom, and registered or qualified under applicable securities or “blue sky” laws, or deemed exempt therefromexpend, the value of the such securities will be greatly reduced. We have significant discretion over the use of certain of the net proceeds. Assuming that all of the Securities offered by this Agreement are sold, the proceeds to us from the sale of the Securities will be approximately $1,470,000 if the Maximum Offering is sold. A significant portion of the net proceeds of this Offering will be applied to working capital and other general corporate purposesShares. Accordingly, the Company may close upon lesser amounts, which may negatively affect our management will have broad discretion as ability to the application of such proceedsmeet our financial obligations and cash needs, and to achieve our objectives. There can are significant restrictions on the transferability of securities. The offer and sale of the Shares are being made without registration under state and federal securities laws in reliance upon the “private offering” exemption of Section 4(a)(2) and/or Rule 506 of Regulation D under the Securities Act as well as available exemptions under applicable state securities laws. The Shares will be no assurance that management“restricted securities” under the Securities Act and cannot be resold or otherwise transferred unless they are registered under the Securities Act and any applicable state securities laws or are transferred in a transaction exempt from such registration. Consequently, each investor’s use ability to control the timing of proceeds generated through this Offering will prove optimal the liquidation of his or translate into revenue or profitability for her investment in the CompanyCompany may be restricted. Investors are urged should be prepared to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in hold the Company. The offering price Shares for the securities has been arbitrarily determined by usan indefinite period of time. The offering price of the Securities was arbitrarily Shares has been determined by usthe Company and may not be indicative of the Company’s actual value or the value of the Shares. The offering price of the Shares was determined by the Company and may not be indicative of the Company’s actual value or the value of the Shares. The price of the Securities does not necessarily bear any Shares bears no relationship to established valuation criteria such as earningsthe assets, book value value, net worth or assetsany other recognized criteria of the Company’s value. RatherThe offering price should not be considered as an indication of the Company’s actual value, the price of the Securities may be derived as a result of our negotiations with the investors based upon various factors including prevailing market conditions, our future prospects and our capital structure. These prices do not necessarily accurately reflect the actual value of the Securities Shares or the price that may be realized upon disposition of the Securities or the Shares. An investment in our securities is speculative and there can be no assurance of any return on any such investment. An investment in We have significant discretion over the Securities is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Securities will be offered by us on a “Best Efforts” basis, and we may not raise the Maximum Offering. We are offering the Securities on a “best efforts” basis. In a best efforts offering such as this one, there is no assurance that we will sell the Maximum Offering. Accordingly, we may close upon amounts less than the Maximum Offering, which may not provide us with sufficient funds to fully implement our business plan. Investor funds will not accrue interest while in escrow prior to closing. We anticipate that the funds that are delivered in connection with subscriptions will be held in a non-interest bearing escrow account until the closing of the Offering, if any. If we terminate the Offering prior to accepting an investor’s subscription, such amount will be returned, without interest or deduction, to the investor. Investors may not have the use of such funds or receive interest thereon pending the completion of the Offering. If the Maximum Offering amount is not raised, it may increase our long-term debt or the amount of additional equity we need to raise. There is no assurance that the maximum number of Securities offered in this Offering will be sold. If the Maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity we are required to raise will further dilute investors participating in this Offeringnet proceeds.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (New World Technologies, Inc.)
Risks Related to this Offering. There will be restrictions on resale of the securities and the shares and there is no assurance of the registration of the securities. None of the Securities or Shares may be sold unless, at the time of such intended sale, there is a current registration statement covering the resale of the Securities and Shares or there exists an exemption from registration under the Securities Act, and such Securities and Shares have been registered, qualified, or deemed to be exempt under applicable securities or “blue sky” laws in the state of residence of the seller or in the state where sales are being effected. If no registration statement is filed and declared effective covering the resale of any of the Securities or Shares sold pursuant to this Agreement, investors will be precluded from disposing of such securities unless such securities may become eligible to be disposed of under the exemptions provided by Rule 144 under the Securities Act without restriction. If the securities sold pursuant to this Offering are not registered for resale under the Securities Act, or exempt therefrom, and registered or qualified under applicable securities or “blue sky” laws, or deemed exempt therefrom, the value of the such securities will be greatly reduced. We have significant discretion over the use of certain of the net proceeds. Assuming that all of the Securities offered by this Agreement are sold, the proceeds to us from the sale of the Securities will be approximately $1,470,000 920,000 if the Maximum Offering is sold. A significant portion of the net proceeds of this Offering will be applied to working capital and other general corporate purposes. Accordingly, our management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. The offering price for the securities has been arbitrarily determined by us. The offering price of the Securities was arbitrarily determined by us. The price of the Securities does not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets. Rather, the price of the Securities may be derived as a result of our negotiations with the investors based upon various factors including prevailing market conditions, our future prospects and our capital structure. These prices do not necessarily accurately reflect the actual value of the Securities or the price that may be realized upon disposition of the Securities or the Shares. An investment in our securities is speculative and there can be no assurance of any return on any such investment. An investment in the Securities is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Securities will be offered by us on a “Best Efforts” basis, and we may not raise the Maximum Offering. We are offering the Securities on a “best efforts” basis. In a best efforts offering such as this one, there is no assurance that we will sell the Maximum Offering. Accordingly, we may close upon amounts less than the Maximum Offering, which may not provide us with sufficient funds to fully implement our business plan. Investor funds will not accrue interest while in escrow prior to closing. We anticipate that the funds that are delivered in connection with subscriptions will be held in a non-interest bearing escrow account until the closing of the Offering, if any. If we terminate the Offering prior to accepting an investor’s subscription, such amount will be returned, without interest or deduction, to the investor. Investors may not have the use of such funds or receive interest thereon pending the completion of the Offering. If the Maximum Offering amount is not raised, it may increase our long-term debt or the amount of additional equity we need to raise. There is no assurance that the maximum number of Securities offered in this Offering will be sold. If the Maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity we are required to raise will further dilute investors participating in this Offering.
Appears in 1 contract
Risks Related to this Offering. There will be restrictions on resale of the securities and the shares Shares and there is no assurance of the registration of the securitiesShares. None of the Securities or Shares may be sold unless, at the time of such intended sale, there is a current registration statement covering the resale of the Securities and Shares or there exists an exemption from registration under the Securities Act, and such Securities and Shares have been registered, qualified, or deemed to be exempt under applicable securities or “blue sky” laws in the state of residence of the seller or in the state where sales are being effected. The Company has no current intention of filing a registration statement covering the resale of the Shares. If no registration statement is filed and declared effective covering the resale of any of the Securities or Shares sold pursuant to this Subscription Agreement, investors Purchasers will be precluded from disposing of such securities Securities unless such securities Securities may become eligible to be disposed of under the exemptions provided by Rule 144 under the Securities Act without restriction. If the securities sold pursuant to this Offering Shares are not registered for resale under the Securities Act, or exempt therefrom, and registered or qualified under applicable securities or “blue sky” laws, or deemed exempt therefrom, the value of the such securities will be greatly reduced. Furthermore, Purchasers investing in the Shares being offered in reliance upon Regulation S may only be able to sell the Shares in offshore transactions in compliance with Regulation S or pursuant to an effective registration statement under the Securities Act or another exemption from such registration, if available. In connection with any resale of the Shares pursuant to Regulation S, the Company will not register a transfer not made in accordance with Regulation S, pursuant to an effective registration statement under the Securities Act or in accordance with another exemption from the Securities Act. We have significant discretion over the use of certain of the net proceeds. Assuming that all of the Securities offered by this Agreement are sold, the proceeds to us from the sale of the Securities will be approximately $1,470,000 if the Maximum Offering is sold. A significant portion of the net proceeds of this Offering will be applied to working capital and other general corporate purposes, including but not limited to research and development, capital expenditures, sales and marketing costs and compensation (in the form of salary and bonuses) to officers and directors. Accordingly, our management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Investors Purchasers are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. Greater risk of loss to the early investors than to later investors. There is no minimum offering amount. Consequently, the Company can close on any sum raised, and do so on a rolling basis. As a result, there can be no assurance that the Company will raise a minimally sufficient amount of capital enabling it to continue operations. If the Company fails to raise a sufficient amount of capital to continue its business, such failure may lead to investors losing their entire investment. In addition, if the Company raises an appreciable sum that is nevertheless substantially less than the amount equivalent of a sale of the Maximum Offering Amount, the Company is likely to have insufficient funds to fully implement its current business strategy. Therefore, the sale of a minimal number of Shares could have material, adverse consequences on the Company’s business, financial condition and future outlook. The offering price for the securities Shares has been arbitrarily determined by us. The offering price of the Securities Shares was arbitrarily determined by us. The price of the Securities Shares does not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets. Rather, the price of the Securities Shares may be derived as a result of our negotiations with the investors based upon various factors including prevailing market conditions, our future prospects and our capital structure. These prices do not necessarily accurately reflect the actual value of the Securities Shares or the price that may be realized upon disposition of the Securities or the Shares. An investment in our securities is speculative and there can be no assurance of any return on any such investment. An investment in the Securities Shares is speculative and there is no assurance that investors Purchasers will obtain any return on their investment. Investors Purchasers will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Securities We do not intend to pay dividends for the foreseeable future. We have paid no dividends to date and it is not anticipated that any dividends will be offered by us paid to holders of our securities in the foreseeable future. While our future dividend policy will be based on a “Best Efforts” basisthe operating results and capital needs of the business, it is currently anticipated that any earnings will be retained to finance our future expansion and we may not raise for the Maximum Offering. We are offering the Securities on a “best efforts” basis. In a best efforts offering such as this one, there is no assurance that we will sell the Maximum Offering. Accordingly, we may close upon amounts less than the Maximum Offering, which may not provide us with sufficient funds to fully implement implementation of our business plan. Investor funds will not accrue interest while in escrow prior to closing. We anticipate that the funds that are delivered in connection with subscriptions will be held in a non-interest bearing escrow account until the closing You should take note of the Offeringfact that a lack of a dividend can further affect the market value, if any. If we terminate , of our stock, and could significantly affect the Offering prior to accepting an investor’s subscription, such amount will be returned, without interest or deduction, to the investor. Investors may not have the use value of such funds or receive interest thereon pending the completion of the Offering. If the Maximum Offering amount is not raised, it may increase our long-term debt or the amount of additional equity we need to raise. There is no assurance that the maximum number of Securities offered any investment in this Offering will be sold. If the Maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity we are required to raise will further dilute investors participating in this Offeringus.
Appears in 1 contract
Samples: Subscription Agreement (Document Security Systems Inc)
Risks Related to this Offering. There will be restrictions on resale of the securities and the shares and there is no assurance of the registration of the securities. None of the Securities or Shares may be sold unless, at the time of such intended sale, there is a current registration statement covering the resale of the Securities and Shares or there exists an exemption from registration under the Securities Act, and such Securities and Shares have been registered, qualified, or deemed to be exempt under applicable securities or “blue sky” laws in the state of residence of the seller or in the state where sales are being effected. The Company has no current intention of filing a registration statement covering the resale of the Securities. If no registration statement is filed and declared effective covering the resale of any of the Securities or Shares sold pursuant to this Agreement, investors will be precluded from disposing of such securities Securities unless such securities Securities may become eligible to be disposed of under the exemptions provided by Rule 144 under the Securities Act without restriction. If the securities sold pursuant to this Offering Securities are not registered for resale under the Securities Act, or exempt therefrom, and registered or qualified under applicable securities or “blue sky” laws, or deemed exempt therefrom, the value of the such securities will be greatly reduced. The Company was at one time a “shell company” as defined in Rule 12b-2 under the Exchange Act. Pursuant to Rule 144(i), securities issued by a current or former shell company (that is, the Shares) that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 unless at the time of a proposed sale pursuant to Rule 144, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports. As a result, the restrictive legends on certificates for the Shares cannot be removed except in connection with an actual sale meeting the foregoing requirements or pursuant to an effective registration statement. We have significant discretion over the use of certain of the net proceeds. Assuming that all of the Securities offered by this Agreement are sold, the proceeds to us from the sale of the Securities will be approximately $1,470,000 if the Maximum Offering is sold. A significant portion of the net proceeds of this Offering will be applied to working capital and other general corporate purposes. Accordingly, our management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. The offering price for the securities has been arbitrarily determined by us. The offering price of the Securities was arbitrarily determined by us. The price of the Securities does not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets. Rather, the price of the Securities may be derived as a result of our negotiations with the investors based upon various factors including prevailing market conditions, our future prospects and our capital structure. These prices do not necessarily accurately reflect the actual value of the Securities or the price that may be realized upon disposition of the Securities or the SharesSecurities. An investment in our securities is speculative and there can be no assurance of any return on any such investment. An investment in the Securities is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Securities will be offered by us on a “Best Efforts” basis, and we may not raise the Maximum Offering. We are offering the Securities on a “best efforts” basis. In a best efforts offering such as this one, there is no assurance that we will sell the Maximum Offering. Accordingly, we may close upon amounts less than the Maximum Offering, which may not provide us with sufficient funds to fully implement our business plan. Investor funds will not accrue interest while in escrow prior to closing. We anticipate that the funds that are delivered in connection with subscriptions will be held in a non-interest bearing escrow account until the closing of the Offering, if any. If we terminate the Offering prior to accepting an investor’s subscription, such amount will be returned, without interest or deduction, to the investor. Investors may not have the use of such funds or receive interest thereon pending the completion of the Offering. If the Maximum Offering amount is not raised, it may increase our long-term debt or the amount of additional equity we need to raise. There is no assurance that the maximum number of Securities offered in this Offering will be sold. If the Maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity we are required to raise will further dilute investors participating in this Offering.
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Samples: Subscription Agreement (Protea Biosciences Group, Inc.)
