Registration Statement No. 333-______ (unless the context shall otherwise require, the Registration Statement, as amended, is hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Notes in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by Verizon Communications under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
Registration Statement No. 333-86063 and any post-effective amendments thereto shall be effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued nor shall there have been proceedings for that purpose initiated or threatened by the SEC and we shall have received all necessary state securities law or "blue sky" authorizations;
Registration Statement No. 33-63145 became effective on October 6, 1995 and Registration Statement No. 333-______ became effective on __________, 1997, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to documents incorporated by reference into said Registration Statement and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Securities in the manner specified therein. I have no reason to believe that the Registration Statement, the Prospectus or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement and on the date hereof, contained or contain any untrue statement of a material fact or omitted or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, Xxxxxx & XxXxxx may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, XXXXXXX X. XXXX, Esq.
Registration Statement No. 333-182088 filed with the Securities and Exchange Commission (the “Registration Statement”);
Registration Statement No. 333-236735 On June 17, 2020, we entered into an equity distribution agreement, or the equity distribution agreement, with UBS Securities LLC, or the sales agent, relating to the sale of shares of our common stock with an aggregate gross sales price of up to $45,000,000. On June 17, 2020, pursuant to the equity distribution agreement, we filed a prospectus supplement pursuant to which we could offer and sell from time to time shares of our common stock having an aggregate gross sales price of up to $45,000,000 through the sales agent. On July 29, 2020 we entered into amendment no. 1 to the equity distribution agreement, or amendment no. 1, increasing the aggregate gross sales price by an additional $27,000,000 offered by this prospectus supplement. In accordance with the terms of the equity distribution agreement, as amended by amendment no. 1, we may offer and sell shares of our common stock pursuant to this prospectus supplement having an aggregate offering price of up to $27,000,000 from time to time through the sales agent. Of the $45,000,000 of shares of our common stock covered by the equity distribution agreement and the related prospectus supplement, dated June 17, 2020, we issued and sold an aggregate of 20,326,217 shares of our common stock for gross proceeds of approximately $44,993,011. On March 19, 2020, we entered into a Purchase Agreement, or the Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park, which provided that, upon the terms and subject to the conditions and limitations set forth therein, we had the right to sell to Lincoln Park, up to $50,000,000 of shares of our common stock pursuant to the terms thereof and on March 20, 2020, we filed a prospectus supplement, or the Lincoln Park prospectus supplement, to register for sale the shares of common stock that were issued and could be issued to Lincoln Park pursuant to the Purchase Agreement. Of the $50,000,000 of shares of our common stock covered by the Purchase Agreement and the Lincoln Park prospectus supplement, we issued and sold an aggregate of 19,473,013 shares of our common stock for gross proceeds of approximately $25,228,437 and paid a commitment fee to Lincoln Park of 815,827 shares of our common stock having a value of approximately $1,305,324. On July 24, 2020, we notified Lincoln Park that we were terminating the Purchase Agreement, effective July 27, 2020. An aggregate of approximately $23,466,239 of shares of our common stock remained to be sold unde...
Registration Statement No. 333-219851 We previously entered into a certain equity distribution agreement, or the Equity Distribution Agreement, with JMP Securities LLC, or JMP Securities, acting as sales agent, for the sale of shares of our common stock having an aggregate offering price of up to $50,000,000. As of May 11, 2020, we have sold 936,683 shares of our common stock for gross proceeds of $2.43 million under the Equity Distribution Agreement pursuant to our prospectus supplement dated November 26, 2018 and the accompanying prospectus dated September 8, 2017, or collectively the Prospectus, which leaves $47.57 million of common stock available under the Equity Distribution Agreement. This prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and any future amendments or supplements thereto. We are now subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the registration statement of which this prospectus supplement and the Prospectus form a part. The aggregate market value of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $59,670,619, which was calculated based on 28,826,386 shares of our outstanding common stock held by non-affiliates on May 11, 2020 at a price of $2.07 per share, the closing price of our common stock on April 22, 2020. During the 12 calendar months prior to, and including, the date of this prospectus supplement, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3. As of the date of this prospectus supplement, the aggregate amount of securities we are permitted to sell pursuant to General Instruction I.B.6 is $19,890,206. As a result of the limitations of General Instruction I.B.6, and in accordance with the terms of the Equity Distribution Agreement, we are registering the offer and sale of shares of our common stock having an aggregate offering price of up to $8,000,000 from time to time through JMP Securities. Our common stock is traded on the Nasdaq Capital Market under the symbol “IDRA.” On May 11, 2020, the last reported sale price of our common stock was $1.95 per share. Investing in our common stock involves significant risks. See “Risk ...
Registration Statement No. 333-195949. The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus. Terms used herein but not defined herein shall have the meanings as set forth in the Preliminary Prospectus Supplement. All references to dollar amounts are references to U.S. dollars. ANI Pharmaceuticals, Inc. has increased the size of the Offering to $125,000,000 (or $143,750,000 if the underwriters exercise their over-allotment option to purchase additional Notes in full). The final prospectus supplement relating to the Offering will reflect conforming changes relating to such increase in the size of the Offering. Issuer: ANI Pharmaceuticals, Inc., a Delaware corporation. Ticker / Exchange for Common Stock: ANIP / The NASDAQ Global Market (“NASDAQ”). Securities Offered: 3.00% Convertible Senior Notes due 2019 (the “Notes”). Aggregate Principal Amount Offered: $125,000,000 aggregate principal amount of Notes (or $143,750,000 aggregate principal amount if the underwriters’ over-allotment option to purchase up to an additional $18,750,000 principal amount of Notes is exercised in full).
Registration Statement No. 333-130584 is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, that initially became effective within three years of the date of this Agreement.
Registration Statement No. 333-202252. The Issuer has increased the size of the Offering to $[·] (or $[·] if the underwriters’ over-allotment option is exercised in full). The final prospectus supplement relating to the Offering will reflect conforming changes relating to such increase in the size of the Offering. [·] The Issuer has filed a registration statement (including the Preliminary Prospectus Supplement, dated [•], 2017, and an accompanying prospectus, dated February 24, 2015) with the Securities and Exchange Commission, or SEC, for the Offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement and the accompanying prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the Offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, copies may be obtained from [X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 or by calling 0-000-000-0000 or from Xxxxxx Xxxxxxx & Co. LLC, Attention: Prospectus Department, 000 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, by calling (000) 000-0000 or by emailing xxxxxxxxxx@xxxxxxxxxxxxx.xxx]. This communication should be read in conjunction with the Preliminary Prospectus Supplement, dated [•], 2017, and the accompanying prospectus, dated February 24, 2015. The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus. Terms used but not defined herein have the meanings given in the Preliminary Prospectus Supplement. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. Annex C-1 Exhibit A FORM OF LOCK-UP AGREEMENT (ALL DIRECTORS AND SECTION 16 OFFICERS) X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below Re: AMAG Pharmaceuticals, Inc. — Public Offering Ladies and Gent...
Registration Statement No. 333-[ ], as ------- filed by the Company with the Securities and Exchange Commission for the registration of the Company's First Mortgage Bonds and Debt Securities under the Securities Act of 1933, as amended (the "Securities Act"), and for the qualification under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Mortgage and of the Indenture (such registration statement, as amended at the Effective Date (as such term is defined in the ------------------------ 1 For use in connection with First Mortgage Bonds. 2 For use in connection with Debt Securities. 3 For use in connection with Common Stock. Agreement referred to below), being hereinafter collectively referred to as the "Registration Statement"); (c) the prospectus constituting part of the Registration Statement, as amended and supplemented by a prospectus supplement relating to the Securities ("Prospectus"); (d) the Underwriting Agreement dated [ , 200 ] between the Company and you ("Agreement"); and (e) the --------- - petition filed by the Company with the Minnesota Public Utilities Commission seeking authorization to issue the Securities. In addition, I have reviewed the order issued by said Commission in response to said petition. I have reviewed all corporate proceedings taken by the Company in respect of [1,2 the authorization of the [1 Mortgage] [2 Indenture] and] the issuance and sale of the Securities thereunder. [1,2 I have examined the Securities and have relied upon a certificate of [1 The Bank of New York] [2 LaSalle Bank National Association] as [1 Corporate Trustee] [2 Trustee] under the [1 Mortgage] [2 Indenture], as to the authentication of the Securities.] Upon the basis of my familiarity with these transactions and with the Company's properties and affairs generally, I am of the opinion that:
