SELLING STOCKHOLDERS. The Ordinary Shares being offered by the selling stockholders are those previously issued to the selling stockholders in connection with the Securities Purchase Agreement. We are registering the Ordinary Shares in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the Ordinary Shares, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the Ordinary Shares by each of the selling stockholders. The second column lists the number of Ordinary Shares beneficially owned by each selling stockholder, based on its ownership of the Ordinary Shares, as of ________. The third column lists the Ordinary Shares being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling stockholders in the __________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of Ordinary Shares Owned Prior to Offering Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus Number of Ordinary Shares Owned After Offering Annex C Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of Ordinary Shares (the “Registrable Securities”) of Freight Technologies, Inc. (f/k/a Hxxxxx Capital Inc.), a British Virgin Island company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Freight Technologies, Inc.)
SELLING STOCKHOLDERS. As described in the Prospectus Summary, the selling stockholders acquired shares of our common stock in the September 2013 private placement financing that occurred at the time of the merger. They are also parties to the registration rights agreement we entered into with the private placement investors in September 2013. We are registering these shares in accordance with the exercise of their registration rights. The Ordinary Shares being following table sets forth information as of October 24, 2014 and includes the number of shares of our common stock beneficially owned by the selling stockholders prior to the offering, the number of shares of common stock offered by the selling stockholders are those previously issued to stockholders, and the number of shares of common stock that will be owned by the selling stockholders in connection with upon completion of the Securities Purchase Agreement. We are registering the Ordinary Shares in order offering or offerings pursuant to permit this prospectus, assuming the selling stockholders sell all of the shares of common stock offered hereby. Only those selling stockholders listed below or their transferees, pledgees, donees, assignees, distributees, successors and others who later come to hold any of the selling stockholders’ interest may offer and sell the common stock pursuant to this prospectus and any accompanying prospectus supplement. The selling stockholders may offer the shares listed on the table below for resale sale pursuant to this prospectus and any accompanying prospectus supplement from time to time. Except for Accordingly, no estimate can be given as to the ownership shares of the Ordinary Shares, common stock that the selling stockholders have not had will hold upon consummation of any such sales. Beneficial ownership is determined in accordance with the rules of the SEC. There are no material relationship with us within the past three years. The table below lists relationships between the selling stockholders and us other information regarding the beneficial ownership of the Ordinary Shares by each of the selling stockholdersthan as disclosed below. The second column lists the number of Ordinary Shares beneficially owned by each selling stockholder, based on its ownership of the Ordinary Shares, as of ________. The third column lists the Ordinary Shares being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling stockholders in the __________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant Beneficial Ownership Prior to this prospectus. The selling stockholders may sell all, some or none of their shares in Offering Beneficial Ownership After this offering. See “Plan of Distribution.” Offering Name of Selling Stockholder Number of Ordinary Percent Shares Owned Prior to Offering Maximum Being Offered Number of Ordinary Shares to be Sold Pursuant to this Prospectus Number of Ordinary Shares Owned After Offering Annex C Selling Stockholder Notice Percent Aisling Capital III, LP(1) 8,335,819 13.2% 3,649,026 4,686,793 7.4% Xxxxxx Xxx-Xxxxx and Questionnaire The undersigned beneficial owner of Ordinary Shares Xxxxx Xxx-Xxxxx JT TEN 8,600 *% 4,300 4,300 *% Xxxxx Xxxx Company Limited 1,438,280 2.3% 774,140 664,140 1.1% Frost Gamma Investments Trust(2) 4,108,469 6.5% 2,190,235 1,918,234 3.0% Xxxx X. Xxxxx(3) 3,162,536 5.0% 1,838,768 1,323,768 2.1% Xxx Gamma Investments LP (the “Registrable Securities”3) of Freight Technologies1,257,694 2.0% 628,847 628,847 1.0% Intersouth Partners VII, Inc. LP 3,938,981 6.2% 1,761,599 2,177,382 3.4% KFBSF Private Equity Fund I, LP 153,403 *% 76,702 76,701 *% Xxxxx Shun Company Limited 1,460,000 2.3% 760,000 700,000 1.1% Xxxxxx Xxxx Revocable Trust 57,500 *% 28,750 28,750 *% Levy Family Trust FBO Xxxxx Xxxx 10,000 * 5,000 5,000 * Levy Family Trust FBO Xxxx Xxxx 10,000 * 5,000 5,000 * Xxxxxxxxxx Xxxxxx Revocable Trust 163,953 *% 81,977 81,976 *% Xxxxxx X. Xxxxxxxx(4) 83,666 *% 25,000 58,666 *% StepStone-SYN Investments L.L.L.P. 3,434,381 5.4% 1,717,191 1,717,190 2.7% Stepstone Pioneer Capital II, LP 29,524 *% 14,762 14,762 *% Stepstone Pioneer Capital Buyout Fund II, LP 16,607 *% 8,304 8,303 *% SV Life Sciences Fund IV, L.P.(5) 7,338,352 11.6% 3,304,528 4,033,824 6.4% SV Life Sciences Fund IV Strategic Partners, L.P.(5) 208,340 *% 93,818 114,522 *% Synergy Life Science Partners, L.P.(6) 5,318,969 8.4% 2,548,759 2,770,210 4.4% * Holds less than one percent (f/k/a Hxxxxx Capital Inc.1%), a British Virgin Island company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.
Appears in 1 contract
Samples: Prospectus Supplement
SELLING STOCKHOLDERS. The Ordinary Shares being offered by the selling stockholders are those previously issued to the selling stockholders in connection with the Securities Purchase Agreement. We are registering the Ordinary Shares in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the Ordinary Shares, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the Ordinary Shares shares of common stock by each of the selling stockholders. The second column lists the number of Ordinary Shares shares of common stock beneficially owned by each selling stockholder, based on its ownership of the Ordinary Shares, shares of common stock as of ________August 20, 2024. The third column lists the Ordinary Shares shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling stockholders in the __________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of Ordinary Shares of Common Stock Owned Prior to Offering Maximum Number of Ordinary Shares of Common Stock to be Sold Pursuant to this Prospectus Number of Ordinary Shares of Common Stock Owned After Offering Clarendon National Insurance Company 1,731,290 1,731,290 0 Enstar Holdings (US) LLC 1,143,982 1,143,982 0 Yosemite Insurance Company 654,022 654,022 0 Cavello Bay Reinsurance Limited 235,286 235,286 0 Annex C EAGLE POINT INCOME COMPANY, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of Ordinary Shares common stock (the “Registrable Securities”) of Freight TechnologiesEagle Point Income Company, Inc. (f/k/a Hxxxxx Capital Inc.), a British Virgin Island company Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Eagle Point Income Co Inc.)
SELLING STOCKHOLDERS. The Ordinary Shares being offered by We have prepared this prospectus to allow the selling stockholders are those previously to sell or otherwise dispose of, from time to time, up to 20,305,429 Shares of Common Stock and 5,076,358 Warrant Shares. On August 23, 2022, we entered into a Securities Purchase Agreement with the selling stockholders, pursuant to which we issued and sold to the selling stockholders an aggregate of 20,305,429 newly issued shares of our Common Stock and Common Stock Purchase Warrants to purchase an aggregate of 5,076,358 shares of Common Stock at an exercise price per share of $0.48, for gross proceeds of approximately $9.75 million. In connection with certain registration rights we granted to the selling stockholders in connection with the Securities Purchase Agreement. We are registering , we filed with the Ordinary Shares in order SEC a registration statement on Form S-3, of which this prospectus forms a part, with respect to permit the resale or other disposition of the Securities offered from time to time by the selling stockholders to offer under this prospectus. Beneficial ownership is determined in accordance with the shares for resale from time to time. Except for the ownership rules of the Ordinary SharesSEC and includes voting or investment power with respect to shares of our Common Stock. Unless otherwise indicated below, to our knowledge, the selling stockholders named in the table have not had any material relationship sole voting and investment power with us within respect to the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership shares of the Ordinary Shares by each of the selling stockholders. The second column lists the number of Ordinary Shares Common Stock beneficially owned by them. The number of shares of Common Stock beneficially owned prior to the offering for each selling stockholder includes (i) all shares of our Common Stock held by such selling stockholder prior to the Private Placement plus (ii) all shares of our Common Stock purchased by such selling stockholder pursuant to the Private Placement and being offered pursuant to the prospectus, as well as (iii) all options or other derivative securities held by such selling stockholder, which are immediately exercisable. The percentages of shares owned after the offering are based on its ownership of the Ordinary Shares, as of [_______] shares of our Common Stock outstanding as of [_. The third column lists _____], 2022, which includes the Ordinary Shares being outstanding Securities offered by this prospectus prospectus. The inclusion of any shares in this table does not constitute an admission of beneficial ownership by the person named below. The selling stockholders. In accordance with stockholders may have sold or transferred, in transactions exempt from the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale requirements of the sum Securities Act, some or all of (i) their shares of Common Stock since the number of Ordinary Shares issued to date on which the information in the table below is presented. Information about the selling stockholders in the may change over time. Name of Selling Beneficial Ownership Prior to this Offering Securities Being Beneficial Ownership After this Offering Stockholder Number Percent Offered Number Percent [_________] [_________. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of Ordinary Shares Owned Prior to Offering Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus Number of Ordinary Shares Owned After Offering Annex C Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of Ordinary Shares (the “Registrable Securities”) of Freight Technologies, Inc. (f/k/a Hxxxxx Capital Inc.), a British Virgin Island company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.] — —
Appears in 1 contract
Samples: Registration Rights Agreement (Xtant Medical Holdings, Inc.)
SELLING STOCKHOLDERS. The Ordinary Shares being offered by the selling stockholders are those previously issued to the selling stockholders in connection with the Securities Purchase Agreement. We are registering the Ordinary Shares in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the Ordinary Shares, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the Ordinary Shares by each of the selling stockholders. The second column lists the number of Ordinary Shares beneficially owned by each selling stockholder, based on its ownership of the Ordinary Shares, as of ________. The third column lists the Ordinary Shares being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling stockholders in the __________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of Ordinary Shares Owned Prior to Offering Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus Number of Ordinary Shares Owned After Offering Annex C Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of Ordinary Shares (the “Registrable Securities”) of Freight Technologies, Inc. (f/k/a Hxxxxx Capital Inc.)_______________, a British Virgin Island company _______ corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Hudson Capital Inc.)