SEC Documents; Financial Statements; No Undisclosed Liabilities. Since January 1, 2023, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all the SEC Documents required to be filed by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of their respective filing dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended), the SEC Documents complied in all material respects with the requirements of the Exchange Act (and the rules and regulations of the SEC promulgated thereunder) applicable to the SEC Documents. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Regulation S-X and the other rules and regulations of the SEC) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Appears in 1 contract
Samples: Form of Securities Purchase Agreement (ProSomnus, Inc.)
SEC Documents; Financial Statements; No Undisclosed Liabilities. Since January 1PSS has filed all required reports, 2023, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all the SEC Documents required to be filed by it forms and other documents with the SEC pursuant to since the Securities Exchange Act filing of 1934PSS's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on December 21, as amended 1995 (the “Exchange Act”"PSS SEC Documents"). As of their respective filing dates (or, if amended prior to the date hereofdates, the date of the filing of such amendment, with respect to the disclosures that are amended), the PSS SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act (Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder) thereunder applicable to the such PSS SEC Documents, and none of the PSS SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be state therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective filing dates, the The consolidated financial statements of the Company PSS included in the PSS SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements thereto, have been prepared in accordance with United States generally accepted accounting principlesprinciples (except, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Regulation SForm 10-X and the other rules and regulations Q of the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of the Company PSS and its Subsidiaries consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments not material in scope or amount). Except as set forth in the PSS Filed SEC Documents (defined in Section 2.2(f)), neither PSS nor any of its subsidiaries has any material liabilities or obligations required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of PSS and its consolidated subsidiaries or in the notes thereto and which, singly or in the aggregate, could reasonably be expected to have a PSS Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Physician Support Systems Inc)
SEC Documents; Financial Statements; No Undisclosed Liabilities. Since January 1Parent has filed all required reports, 2023, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all the SEC Documents required to be filed by it forms and other documents with the SEC pursuant to since the Securities Exchange Act filing of 1934Parent's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on December 21, as amended 1995 (the “Exchange Act”"Parent SEC Documents"). As of their respective filing dates (or, if amended prior to the date hereofdates, the date of the filing of such amendment, with respect to the disclosures that are amended), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act (Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder) thereunder applicable to the such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be state therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective filing dates, the The financial statements of the Company Parent included in the Parent SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements thereto, have been prepared in accordance with United States generally accepted accounting principlesprinciples (except, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Regulation SForm 10-X and the other rules and regulations Q of the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of the Company Parent and its Subsidiaries consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments not material in scope or amount). Except as set forth in the Parent Filed SEC Documents (defined in Section 3.2(f)), neither Parent nor any of its subsidiaries has any material liabilities or obligations required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Parent and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Physician Support Systems Inc
SEC Documents; Financial Statements; No Undisclosed Liabilities. Since January 1Parent has filed all required reports, 2023, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all the SEC Documents required to be filed by it forms and other documents with the SEC pursuant to upon and since the Securities Exchange Act effectiveness of 1934Parent's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on February 12, as amended 1996 (the “Exchange Act”"Parent SEC Documents"). As of their respective filing dates (or, if amended prior to the date hereofdates, the date of the filing of such amendment, with respect to the disclosures that are amended), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act (Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder) thereunder applicable to the such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be state therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective filing dates, the The financial statements of the Company Parent included in the Parent SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements thereto, have been prepared in accordance with United States generally accepted accounting principlesprinciples (except, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Regulation SForm 10-X and the other rules and regulations Q of the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of the Company Parent and its Subsidiaries consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments not material in scope or amount). Except as set forth in the Parent Filed SEC Documents (defined in Section 3.2(f)), neither Parent nor any of its subsidiaries has any material liabilities or obligations required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Parent and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Stock Purchase Agreement (Physician Support Systems Inc)