EXPERTS. The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.
Appears in 2 contracts
Sources: At the Market Offering Agreement, Atm Sales Agreement
EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and elsewhere management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the registration statement Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated by reference in reliance upon on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is ▇▇/▇, ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon . We are currently subject to periodic reporting and other informational requirements of the authority Securities Exchange Act of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm1934, as stated in their report which is incorporated hereinamended, or the U.S. Exchange Act, as applicable to foreign private issuers. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA BiotechnologyAccordingly, Inc. has agreed we are required to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement file reports, including annual reports on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement20-F, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The All information filed with the SEC maintains an can be obtained over the Internet site at ▇▇▇▇://the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered This prospectus supplement is part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents a registration statement we file filed with the SEC, as well as any or all of using a shelf registration process under the documents incorporated by reference Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus (other than exhibits supplement and the accompanying prospectus concerning any document we filed as an exhibit to such documents unless such exhibits the registration statement or that we otherwise filed with the SEC are specifically incorporated not intended to be comprehensive and are qualified by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permittedfilings. You should assume that review the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datecomplete document to evaluate these statements.
Appears in 2 contracts
Sources: Announcement, Announcement
EXPERTS. The audited consolidated financial statements of MTBC, Inc. (now known as CareCloud, Inc.) incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated audited financial statements of operationsCareCloud Health, changes Inc., fka CareCloud Corporation (a company we purchased in stockholders’ equity (deficit), January 2020 and cash flows for the year then ended, whose name we took) have been audited incorporated by EisnerAmper LLPreference into this prospectus in reliance upon the report of Wojeski & Company CPAs, P.C., an independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on upon the report authority of such said firm given upon their authority as experts in accounting and auditing. MAIA BiotechnologyThe audited combined financial statements of Meridian Billing Management and Origin Holdings, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred have been incorporated by ▇▇▇reference into this prospectus in reliance upon the report of ▇▇▇▇▇▇▇▇ LLP & ▇▇▇▇▇▇▇▇ CPAs, P.C., an independent registered public accounting firm, upon the authority of said firm as experts in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statementaccounting and auditing. This prospectus is supplement constitutes a part of a registration statement on Form S-3 that we have filed by us with the SEC relating under the Securities Act with respect to the shares of our securities being Series B Preferred Stock offered herebyby this prospectus supplement. This prospectus supplement does not contain all of the information included in the registration statement and its accompanying exhibits. The This prospectus contains descriptions of certain agreements or documents that are exhibits to the registration statement. The statements as to the contents of such exhibits, its exhibits however, are brief descriptions and the documents incorporated are not necessarily complete, and each statement is qualified in all respects by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts such agreement or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documentsdocument. We file annual, quarterly and current other reports, proxy statements and other information with the SEC. The SEC maintains an Internet site a website that contains reports, proxy and information statements, registration statements and other information regarding issuers that file electronically with the SEC, including our filings with the SEC. The SEC website address is at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports▇. We make available free of charge through our website our Annual Reports on Form 10-K, proxy Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and information statements, and other information regarding issuers, all amendments to those reports as soon as reasonably practicable after such as us, that file material is electronically filed with or furnished to the SEC. Additionally, you may access our filings with the SEC through our Our website at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included Please note that our website address is provided as an inactive textual reference only and only. Information contained on or accessible through our website is not part of this prospectus, and the information contained on, or that can be accessed through, our website will is therefore not be deemed to be incorporated by reference in, and are not considered part of, unless such information is otherwise specifically referenced elsewhere in this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
EXPERTS. The audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report On Internal Control Over Financial Reporting) incorporated in this Prospectus by reference in this prospectus and elsewhere in to the registration statement Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated by reference in reliance upon on the report (which contains an explanatory paragraph relating to the Company’s requirement for additional financing to fund future operations as described in Note 3 to the financial statements) of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PricewaterhouseCoopers LLP, an independent registered public accountantsaccounting firm, upon given on the authority of said firm as experts in accounting auditing and auditingaccounting. We have on file with the SEC an effective “shelf” registration statement on Form S-3 relating to the securities that may be offered and sold hereunder. The consolidated balance sheet of MAIA Biotechnologyfull registration statement, Inc. including exhibits thereto, contains additional relevant information about us and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firmthese securities that, as stated permitted by the rules and regulations of the SEC, we have not included in their report which this prospectus supplement or the accompanying prospectus. You should read the full registration statement for further information about us and these securities. Any statement made in this prospectus supplement or the accompanying prospectus concerning the contents of any contract, agreement or other document is incorporated hereinonly a summary of the actual contract, agreement or other document. Such financial statements If we have been incorporated herein in reliance on filed any contract, agreement or other document as an exhibit to the report registration statement, then you should read the exhibit for a more complete understanding of such firm given upon their authority as experts in accounting and auditingthe document or matter involved. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents▇▇▇▇.▇▇▇. We file annualmake our SEC filings available on our website, quarterly and current reportsfree of charge, proxy statements and other information with as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC. The Information presented or accessed through our website is not incorporated into, or made a part of, this prospectus supplement or the accompanying prospectus. Our SEC maintains an filings are available from the SEC’s Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that ▇, which contains reports, proxy and information statements, statements and other information regarding issuers, such as us, issuers that file electronically with the SEC. AdditionallyIn addition, you may access our filings with common stock is listed on The Nasdaq Global Select Market and similar information concerning us can be inspected and copied at the SEC through our website at offices of The Nasdaq Stock Market, One Liberty Plaza, ▇▇▇.▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus of Seaspan Corporation as of December 31, 2018 and elsewhere 2017 and for each of the years in the registration statement three-year period ended December 31, 2018, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018, have been so incorporated audited by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KPMG LLP, independent registered public accountantsaccounting firm, and have been incorporated by reference herein in reliance upon the reports of KPMG LLP, which reports are also incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the consolidated balance sheet financial statements of MAIA Biotechnology, Inc. and Subsidiaries Seaspan Corporation as of December 31, 20212018 and 2017 and for each of the years in the three-year period ended December 31, and 2018, refers to a change in the related method of accounting for acquisitions in the year ended December 31, 2018 due to the adoption of Accounting Standards Update 2017-01, “Clarifying the Definition of a Business”. The consolidated financial statements of operationsGreater China Intermodal Investments LLC as of December 31, changes 2018 and 2017 and for each of the years in stockholders’ equity (deficit)the three-year period ended December 31, and cash flows for the year then ended, 2018 have been audited by EisnerAmper KPMG LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements and have been incorporated by reference herein in reliance on upon the report of such KPMG LLP, which report is also incorporated herein by reference, and upon the authority of said firm given upon their authority as experts in accounting and auditing. MAIA BiotechnologyOTHER MATTERS As of the date of this proxy statement/prospectus, Inc. has agreed the Seaspan board of directors knows of no matters that will be presented for consideration at the Special Meeting other than as described in this proxy statement/prospectus. If any other matters properly come before holders of Seaspan common shares at the Special Meeting, or any adjournment or postponement thereof, and are voted upon, the enclosed proxy will be deemed to indemnify and hold EisnerAmper LLP harmless against and from confer discretionary authority on the individuals that are named as proxies to vote the shares represented by the proxy as to any and all legal costs and expenses incurred of these matters in their best judgment. Table of Contents WHERE YOU CAN FIND MORE INFORMATION As required by ▇▇▇▇▇▇the Securities Act, ▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of filed a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This by this proxy statement/prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ This proxy statement/prospectus is a part of that contains reportsregistration statement, proxy which includes additional information. For further information regarding Atlas, you may wish to review the full registration statement, including its exhibits. In addition, Seaspan files annual and information statementsother reports with, and other furnishes information regarding issuersto, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our Copies of this material can be obtained from Seaspan’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or from the SEC’s web site at ▇▇▇.▇▇▇.▇▇▇ free of charge. We have included our website address as an inactive textual reference only As a foreign private issuer, Seaspan is exempt under the Exchange Act from, among other things, certain rules prescribing the furnishing and content of proxy statements, and our website executive officers, directors and principal security-holders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, Seaspan is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, including the filing of quarterly reports on Form 10-Q or current reports on Form 8-K. The SEC allows Seaspan to “incorporate by reference” into this proxy statement/prospectus information contained on, or that it files with the SEC. This means that Seaspan can be accessed through, our website will not be deemed disclose important information to be you by referring you to those documents. The information incorporated by reference in, and are not considered is an important part of, of this proxy statement/prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file Certain information that Seaspan files later with the SECSEC prior to the date of the Special Meeting, as well as any it may be adjourned, will also be considered to be part of this proxy statement/prospectus and will automatically update and supersede previously filed information, including information included in or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents)this proxy statement/prospectus. Requests Seaspan incorporates by reference into this proxy statement/prospectus the documents listed below: • Annual Report on Form 20-F for such copies should be directed to: You should rely only the fiscal year ended December 31, 2018, filed with the SEC on March 26, 2019; • Reports of Foreign Private Issuer on Form 6-K furnished to the information in SEC on January 15, 2019, January 17, 2019, May 3, 2019, May 13, 2019, May 16, 2019, June 14, 2019, August 14, 2019, August 23, 2019, September 20, 2019, November 18, 2019, November 22, 2019, January 14, 2020 and January 17, 2020; and • any subsequent Reports of Foreign Private Issuer on Form 6-K that are designated as being incorporated by reference into this proxy statement/prospectus, that are filed with or furnished to the SEC after the date of this proxy statement/prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person prior to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus onlySpecial Meeting, as it may be adjourned or postponed. Our businessThese reports contain important information about Seaspan, its financial condition, condition and its results of operations and prospects may have changed since that dateoperations.
Appears in 1 contract
Sources: Merger Agreement (Seaspan CORP)
EXPERTS. The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper Ernst & Young LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such has audited our consolidated financial statements have been included in our Annual Report on Form 10-K for the year ended December 31, 2012, and the effectiveness of internal control over financial reporting as of December 31, 2012, as set forth in its reports, which are incorporated herein by reference in this prospectus supplement, the accompanying prospectus and elsewhere in the registration statement on Form S-3 of which this prospectus supplement and the accompanying prospectus are a part. Our financial statements are incorporated by reference in reliance on the report of Ernst & Young LLP’s reports, given on such firm given upon their firm’s authority as experts an expert in accounting and auditing. MAIA BiotechnologyWe have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities covered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus, Inc. has agreed which are part of the registration statement, do not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to indemnify us and hold EisnerAmper LLP harmless against the securities covered by this prospectus supplement and from any the accompanying prospectus, please see the registration statement and all legal costs the exhibits filed with the registration statement. A copy of the registration statement and expenses incurred the exhibits filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the SEC, located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement, ▇.▇. This prospectus is part of a registration statement on Form S-3 that we have filed with ▇▇▇▇▇. Please call the SEC relating to at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the shares of our securities being offered hereby. This prospectus does not contain all operation of the information in the registration statement and its exhibitsPublic Reference Room. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information SEC also maintains an Internet website that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The SEC maintains an Internet site at address of the website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains ▇. We are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic reports, proxy and information statements, statements and other information regarding issuers, such as us, that file electronically with the SEC. AdditionallySuch periodic reports, you may access our filings with proxy statements and other information are available for inspection and copying at the Public Reference Room and website of the SEC through our referred to above. We maintain a website at ▇▇▇.▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. We have included You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website address as an inactive textual reference only and our soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website and the information contained onon that site, or connected to that can be accessed throughsite, our website will are not be deemed to be incorporated by reference in, into and are not considered a part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datesupplement or the accompanying prospectus.
Appears in 1 contract
EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere of SpringWorks Therapeutics, Inc. appearing in the registration statement SpringWorks Therapeutics, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2022, and the effectiveness of the SpringWorks Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2022, have been so incorporated audited by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇& ▇▇▇▇▇ LLP, independent registered public accountantsaccounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of ▇▇▇▇▇ & ▇▇▇▇▇ LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of said such firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and We have filed with the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed under the Securities Act with the SEC relating respect to the shares of our securities being offered herebyby this prospectus. This prospectus prospectus, filed as part of a registration statement, does not contain all of the information set forth in the registration statement and its exhibitsexhibits and schedules in accordance with SEC rules and regulations. The For further information with respect to us and the securities being offered by this prospectus, you should read the registration statement, including its exhibits and the schedules. Statements contained in this prospectus, including documents that we have incorporated by reference in this prospectus and their exhibitsreference, all contain information that is material as to the offering contents of the securities hereby. Whenever a reference is made in this prospectus any contract or other document referred to are not necessarily complete, and, with respect to any of our contracts contract or other documentsdocument filed as an exhibit to the registration statement or any other such document, each such statement is qualified in all respects by reference to the reference may not be completecorresponding exhibit. You should refer review the complete contract or other document to the exhibits that are a part evaluate these statements. You may obtain copies of the registration statement in order to review a copy of and its exhibits via the contract SEC’s ▇▇▇▇▇ database or documentsour website. We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. The You may obtain documents that we file with the SEC maintains an Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC▇. Additionally, you may access our filings with the SEC through We also make these documents available on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our Our website and the information contained on, or that can be accessed through, connected to our website will is not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus prospectus, and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover consider it part of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that dateprospectus.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The audited financial statements incorporated by reference in this prospectus supplement and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper ▇▇▇▇▇▇▇▇▇▇▇ LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this prospectus supplement and elsewhere in the registration statement. This prospectus is part of We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 that we have filed under the Securities Act, with the SEC relating respect to the shares of our securities being offered herebycovered by this prospectus. This prospectus supplement, which is a part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits. The registration statement, its or the exhibits and schedules filed therewith. For further information with respect to us and the documents incorporated securities covered by reference in this prospectus and their exhibitssupplement, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of please see the registration statement in order to review a copy of and the contract or documentsexhibits filed with the registration statement. We file annual, quarterly and current The SEC maintains an internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The SEC maintains an Internet site at address of the website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains ▇. We are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic reports, proxy and information statements, statements and other information regarding issuers, such as us, that file electronically with the SEC. AdditionallySuch periodic reports, you may access our filings with proxy statements and other information are available for inspection and copying at the website of the SEC through our referred to above. We maintain a website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website address as an inactive textual reference only and our soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website and the information contained onon that site, or connected to that can be accessed throughsite, our website will are not be deemed to be incorporated by reference in, into and are not considered a part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datesupplement or the accompanying prospectus.
Appears in 1 contract
Sources: At the Market Offering Agreement
EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and elsewhere management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the registration statement Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated by reference in reliance upon on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is ▇▇/▇, ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon . We are currently subject to periodic reporting and other informational requirements of the authority Securities Exchange Act of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm1934, as stated in their report which is incorporated hereinamended, or the Exchange Act, as applicable to foreign private issuers. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA BiotechnologyAccordingly, Inc. has agreed we are required to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement file reports, including annual reports on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement20-F, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The All information filed with the SEC maintains an can be obtained over the Internet site at ▇▇▇▇://the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically ▇. This prospectus is part of a registration statement we have filed with the SEC. Additionally, you may access our filings This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will are not be deemed intended to be incorporated comprehensive and are qualified by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permittedfilings. You should assume that review the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datecomplete document to evaluate these statements.
Appears in 1 contract
Sources: Announcement
EXPERTS. The audited financial statements incorporated by reference in this prospectus supplement and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper ▇▇▇▇▇▇▇▇▇▇▇ LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this prospectus supplement and elsewhere in the registration statement. This prospectus is part of We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 that we have filed under the Securities Act, with the SEC relating respect to the shares of our securities being offered herebycovered by this prospectus. This prospectus supplement, which is a part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits. The registration statement, its or the exhibits and schedules filed therewith. For further information with respect to us and the documents incorporated securities covered by reference in this prospectus and their exhibitssupplement, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of please see the registration statement in order to review a copy of and the contract or documents. We file annual, quarterly and current reports, proxy statements and other information exhibits filed with the SECregistration statement. The SEC maintains an Internet site at website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains ▇. We are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic reports, proxy and information statements, statements and other information regarding issuers, such as us, that file electronically with the SEC. AdditionallySuch periodic reports, you may access our filings with proxy statements and other information are available for inspection and copying at the website of the SEC through our referred to above. We maintain a website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website address as an inactive textual reference only and our soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website and the information contained onon that site, or connected to that can be accessed throughsite, our website will are not be deemed to be incorporated by reference in, into and are not considered a part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datesupplement or the accompanying prospectus.
Appears in 1 contract
Sources: Atm Sales Agreement
EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement have been so statement. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference herein in reliance upon the report reports of ▇▇▇▇▇ ▇▇▇& ▇▇▇▇▇ LLP, independent registered public accountants, upon LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of said such firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries financial statements as of and for the year ended December 31, 2021, and 2021 incorporated herein by reference from the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows Company’s Annual Report on Form 10-K for the year then endedended December 31, 2022 have been audited by EisnerAmper Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report report, which is incorporated hereinherein by reference. Such financial statements have been so incorporated herein in reliance on upon the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at ▇▇▇▇://the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and ▇. Copies of certain information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings filed by us with the SEC through are also available on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our Our website address as an inactive textual reference only is not a part of this prospectus supplement and our website and the information contained on, or that can be accessed through, our website will is not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits supplement. This prospectus supplement and the accompanying prospectus are specifically incorporated by reference into such documents)part of a registration statement we filed with the SEC. Requests for such copies should be directed to: This prospectus supplement and the accompanying prospectus omit some information contained in the registration statement in accordance with SEC rules and regulations. You should rely only on review the information and exhibits in the registration statement for further information about us and our consolidated subsidiary and the securities we are offering. Statements in this prospectus supplement and the additional information described above and under accompanying prospectus concerning any document we filed as an exhibit to the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you registration statement or that we otherwise filed with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We the SEC are not making an offer intended to sell be comprehensive and are qualified by reference to these securities in any jurisdiction where such offer or sale is not permittedfilings. You should assume that review the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datecomplete document to evaluate these statements.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The audited financial statements of LXP Industrial Trust incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021Prospectus, and the related consolidated statements effectiveness of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, LXP Industrial Trust’s internal control over financial reporting have been audited by EisnerAmper Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is incorporated hereinreports. Such financial statements have been are incorporated herein by reference in reliance on upon the report reports of such firm firm, given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file LXP files annual, quarterly and current reports, proxy statements (as applicable) and other information with the SEC. The Our filings with the SEC maintains an are available to the public on the Internet site at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We also maintain a website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ through which you can obtain copies of documents that contains reports, proxy and information statements, and other information regarding issuers, such as us, that we file electronically with the SEC. Additionally, you may access our filings with the SEC through our The contents of that website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will are not be deemed to be incorporated by reference in, and are not considered in or otherwise a part of, of this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents The SEC allows LXP to “incorporate by reference” the information we file with the SEC, which means we can disclose important information to you by referring you to those documents. The information incorporated by reference herein is an important part of this prospectus. Any statement contained herein or in a prospectus supplement hereto or in any document incorporated by reference will be deemed to be amended, modified or superseded for the purpose of this prospectus to the extent that a statement contained in this prospectus, any prospectus supplement or a later document that is or is considered to be incorporated by reference herein amends, modifies or supersedes such statement. Any statements so amended, modified or superseded will not be deemed to constitute a part of this prospectus, except as well as so amended, modified or superseded. LXP incorporates by reference in this prospectus the documents listed below and any future filings that LXP may make with the SEC under Sections 13(a), 13(c), 14, or all 15(d) of the Exchange Act after the date of the initial registration statement and prior to the termination of the offering under this prospectus; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules: • our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024; • the description of our common shares contained in Exhibit 4.12 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024; • our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 10, 2023; and • our Registration Statement on Form 8-A, filed with the SEC on December 8, 2004. To receive a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits to such documents exhibits, unless such exhibits they are specifically incorporated by reference into such in the documents). Requests for such copies should , write us at the following address or call us at the telephone number listed below: Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation Carried Forward Newly Registered Securities Fees to Be Paid Equity Shares of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent informationbeneficial interest classified as common stock, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date par value $0.0001 per share 457(o) $55,015,161 $0.00014760 $8,120.24 Carry Forward Securities Carry Forward Securities Equity Shares of the front cover of this prospectus only. Our businessbeneficial interest classified as common stock, financial conditionpar value $0.0001 per share 415(a)(6) $294,984,839 S-3 333- 253297 February 19, results of operations and prospects may have changed since that date.2021 $32,182.85(1) Total Offering Amounts $350,000,000 $8,120.24 Total Fees Previously Paid $0 Total Fee Offsets $0 Net Fee Due $8,120.24
Appears in 1 contract
Sources: Equity Sales Agreement
EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated supplement by reference in reliance upon from the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows Company’s Annual Report on Form 10-K for the year then endedended June 30, 2016 and the effectiveness of the Company’s internal control over financial reporting have been audited by EisnerAmper Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report reports, which is are incorporated hereinherein by reference. Such consolidated financial statements have been so incorporated herein in reliance on upon the report reports of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to We have filed with the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed with under the Securities Act, of which this prospectus supplement forms a part. The rules and regulations of the SEC relating allow us to omit from this prospectus supplement certain information included in the shares of our registration statement. For further information about us and the securities being offered hereby. This prospectus does not contain all of the information in we are offering under this prospectus, you should refer to the registration statement and its exhibits. The the exhibits and schedules filed with the registration statement, its exhibits and . With respect to the documents incorporated by reference statements contained in this prospectus and their exhibitssupplement regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all contain information that is material to respects by the offering complete text of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts agreement or other documentsdocument, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of which has been filed as an exhibit to the contract or documentsregistration statement. We Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy ▇. You may also read and information statements, and other information regarding issuers, such as us, that copy any document we file electronically with at the SEC. Additionally, you may access our filings with the SEC through our website ’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇- ▇▇▇-▇▇▇-▇▇▇▇ for further information on the operation of the Public Reference Room. We have included make available free of charge on our website address our annual, quarterly and current reports, including amendments to such reports, as an inactive textual reference only and our website and the information contained onsoon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Please note, however, that can be accessed through, our website will we have not be deemed to be incorporated any other information by reference infrom our website, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of than the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and listed under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover page S- 13 of this prospectus onlysupplement. Our businessIn addition, financial condition, results you may request copies of operations and prospects may have changed since that date.these filings at no cost by writing or telephoning us at the following address or telephone number:
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
EXPERTS. The audited consolidated financial statements of the Company included in the Annual Report on Form 10-K incorporated by reference in this prospectus and elsewhere in the registration statement supplement have been so incorporated by reference in reliance upon on the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Vancouver, British Columbia, Canada (“PwC”), an independent registered public accountantsaccounting firm, upon given on the authority of said firm as experts in accounting auditing and auditingaccounting. PwC are the Company’s auditors and have advised that they are independent from the Company within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct and within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC. PricewaterhouseCoopers LLP is registered with the Public Company Accounting Oversight Board (United States). The consolidated balance sheet mineral resource estimate and related information of MAIA Biotechnologythe Company’s Lost Creek Property incorporated by reference herein are based upon analyses performed or overseen by TREC, Inc. Such estimates and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements information have been incorporated by reference herein in reliance on upon the report authority of such firm given upon their authority as experts in accounting such matters. The mineral resource estimate and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇related information of the Company’s ▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents Basin Project incorporated by reference herein are based upon analyses performed by Western Water Consultants, Inc., d/b/a WWC Engineering. Such estimates and related information have been incorporated by reference herein in this prospectus and their exhibits, all contain information that is material reliance upon the authority of such firm as experts in such matters. We are subject to the offering informational requirements of the securities herebySecurities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder and, in accordance therewith, we file periodic reports and proxy statements with the SEC. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current All reports, proxy statements and the other information that we file with the SEC are available to the public from the SEC. The SEC maintains an Internet site ’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at ▇▇▇.▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇. Information contained on our website is not part of this prospectus. We have included filed with the SEC a registration statement (of which this prospectus supplement and the accompanying prospectus are a part) on Form S-3 under the Securities Act with respect to our securities. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement, including the exhibits and schedules thereto, certain parts of which are omitted as permitted by the rules and regulations of the SEC. We also maintain an Internet website address as an inactive textual reference only at ▇▇▇.▇▇-▇▇▇▇▇▇.▇▇▇, which provides additional information about our company and through which you can also access our SEC filings. Our website and the information contained on, or that can be accessed through, our website will not be deemed in and connected to be incorporated by reference in, and it are not considered a part of, this prospectus. We will provide you without charge, upon your oral of or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and supplement or the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that dateaccompanying prospectus.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
EXPERTS. The Our combined balance sheets as of December 31, 2005 and 2004, and the related combined statements of operations, cash flows and business equity and comprehensive income (loss) for the years ended December 31, 2005, 2004 and 2003 and financial statement schedule, included in this prospectus, have been audited by KPMG LLP, our independent registered public accounting firm. Such combined financial statements and financial statement schedule have been so included in reliance on the report of such independent registered public accounting firm given on the authority of such firm as experts in auditing and accounting. We have filed a registration statement on Form S-1 with the SEC with respect to the sale of the notes by Sprint Capital as contemplated by this prospectus. This prospectus is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits and schedules to the registration statement. For further information with respect to our company and the notes, please refer to the registration statement, including its exhibits and schedules. Statements made in this prospectus relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement, including its exhibits and schedules, at the SEC’s public reference room, located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, as well as on the Internet website maintained by the SEC at ▇▇▇.▇▇▇.▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information on the public reference room. Information contained on any website referenced in this prospectus is not incorporated by reference in into this prospectus and elsewhere in or the registration statement have been so incorporated of which this prospectus is a part. After the distribution, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC. Our future filings will be available from the SEC as described above. We will make available free of charge most of our future SEC filings through our Internet website (▇▇▇.▇▇▇▇▇▇.▇▇▇) as soon as reasonably practicable after we electronically file these materials with the SEC. You will be able to access these future SEC filings on our website. You may also request a copy of our future SEC filings at no cost, by reference in reliance upon the report of writing or telephoning us at: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP▇▇▇▇, independent registered public accountants▇▇▇▇▇▇ ▇▇▇▇▇ (866) 591-1964 You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this prospectus. Embarq Corporation (formerly referred to as the New Local Company) Combined Financial Statements Report of Independent Registered Public Accounting Firm F-2 Combined Statements of Operations for the years ended December 31, upon the authority of said firm as experts in accounting 2005, 2004 and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries 2003 F-3 Combined Balance Sheets as of December 31, 20212005 and 2004 F-4 Combined Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003 F-6 Combined Statements of Business Equity and Comprehensive Income (Loss) for the years ended December 31, 2005, 2004 and 2003 F-7 Notes to Combined Financial Statements F-8 The Board of Directors Sprint Nextel Corporation: We have audited the accompanying combined balance sheets of Embarq Corporation (formerly referred to as the New Local Company) (the “Company”) as of December 31, 2005 and 2004, and the related consolidated combined statements of operations, changes cash flows and business equity and comprehensive income (loss) for the years ended December 31, 2005, 2004 and 2003. In connection with our audits of the combined financial statements, we also have audited the financial statement schedule, Schedule II-Combined Valuation and Qualifying Accounts. These combined financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements and financial statement schedule based on our audits. We conducted our audits in stockholders’ equity accordance with the standards of the Public Company Accounting Oversight Board (deficitUnited States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Embarq Corporation as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the year then endedyears ended December 31, have been audited by EisnerAmper LLP2005, independent registered public 2004 and 2003 in conformity with accounting firmprinciples generally accepted in the United States of America. Also, as stated in their report which is incorporated herein. Such our opinion, the related financial statement schedule, when considered in relation to the basic combined financial statements have been incorporated herein taken as a whole, presents fairly, in reliance all material respects, the information set forth therein. Kansas City, Missouri March 10, 2006 Net Operating Revenues $ 6,254 $ 6,139 $ 6,159 Costs of services and products 2,306 2,135 2,137 Selling, general and administrative 1,338 1,402 1,389 Depreciation and amortization 979 972 992 Restructuring and asset impairments 79 40 25 Total operating expenses 4,702 4,549 4,543 Operating Income 1,552 1,590 1,616 Interest expense (83) (102) (116) Premium on the report early retirement of such firm given upon their authority as experts debt — — (5) Other income (expense), net 3 (2) (6) Income from continuing operations before income taxes 1,472 1,486 1,489 Income tax expense (578) (569) (569) Income from Continuing Operations 894 917 920 Discontinued operations, net — — 376 Cumulative effect of change in accounting principle, net (16) — 258 Net Income $ 878 $ 917 $ 1,554 Pro forma income per common share (unaudited) (Note 1) Basic $ 5.89 Diluted $ 5.85 Current assets Cash and auditing. MAIA Biotechnologyequivalents $ 103 $ 103 $ 113 Accounts receivable, Inc. has agreed to indemnify net of allowance for doubtful accounts of $57 and hold EisnerAmper LLP harmless against $61 660 660 636 Inventories 174 174 166 Deferred tax assets 22 22 26 Other deferred charges 55 55 60 Other assets 58 58 53 Total current assets 1,072 1,072 1,054 Gross property, plant and from any equipment 19,784 19,784 19,470 Accumulated depreciation (11,980) (11,980) (11,493) Net property, plant and all legal costs and expenses incurred by ▇▇▇equipment 7,804 7,804 7,977 Goodwill 27 27 27 Prepaid pension asset 219 219 157 Other assets 99 99 114 Total $ 9,221 $ 9,221 $ 9,329 Current liabilities Current maturities of long-term debt $ 2 $ 2 $ 115 Accounts payable 528 528 411 Accrued taxes 104 104 110 Advance ▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement 160 160 153 Accrued restructuring costs — — 15 Payroll and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and employee benefits 118 118 118 Deferred revenue 55 55 60 Accrued interest 35 35 38 Other 82 82 64 Total current reports, proxy statements liabilities 1,084 1,084 1,084 Noncurrent liabilities Long-term debt 7,708 1,123 1,125 Deferred income taxes 1,290 1,290 1,269 Net postretirement and other information with the SEC. The SEC maintains an Internet site benefit obligations 793 793 834 Other 79 79 57 Total noncurrent liabilities 9,870 3,285 3,285 Total business equity — 4,852 4,960 Pro Forma Stockholders’ Equity Common stock, $.01 par value, 1,250 shares authorized, 149 shares issued and outstanding 1 — — Additional paid in capital (1,209) — — Retained earnings — — — Accumulated other comprehensive loss (525) — — Total stockholders’ equity (1,733) — — Total $ 9,221 $ 9,221 $ 9,329 Net income $ 878 $ 917 $ 1,554 Adjustments to reconcile net income to net cash provided by operating activities: Discontinued operations, net — — (376) Cumulative effect of change in accounting principle, net 16 — (258) Depreciation and amortization 979 972 992 Deferred income taxes 33 172 254 Net changes related to discontinued operations — — (271) Changes in operating assets and liabilities: Accounts receivable, net (24) (11) 40 Inventories and other current assets (14) 90 (80) Accounts payable and other current liabilities 93 (7) 50 Noncurrent assets and liabilities, net (80) (62) (120) Other, net 23 (7) 19 Net cash provided by operating activities 1,904 2,064 1,804 Capital expenditures (828) (975) (1,118) Proceeds from divestiture of directory business — — 647 Other, net 12 13 19 Net cash used by investing activities (816) (962) (452) Payments on debt (115) (152) (247) Changes in short-term borrowings — — (393) Dividends paid to Sprint Nextel (983) (865) (683) Other, net — — (4) Net cash used by financing activities (1,098) (1,017) (1,327) (Decrease) increase in Cash and Equivalents (10) 85 25 Cash and Equivalents at Beginning of Period 113 28 3 Cash and Equivalents at End of Period $ 103 $ 113 $ 28 ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reportspaid for interest, proxy and information statementsnet of amount capitalized $ 86 $ 109 $ 121 Cash paid to Sprint Nextel for income taxes $ 549 $ 408 $ 564 income, and other information regarding issuersnet of tax — (1) — (1) January 1, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus 2003 balance $ 4,559 $ 6 $ (561 ) $ 4,004 Changes other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed totransactions with equity owners: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.Net income 1,554 — — 1,554
Appears in 1 contract
EXPERTS. The audited financial statements incorporated by reference in this prospectus and elsewhere in supplement by reference to the registration statement Annual Report on Form 20-F for the years ended December 31, 2022 have been so incorporated by reference in reliance upon on the report of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP& Co., a firm in the Deloitte Global Network, an independent registered public accountantsaccounting firm, upon given on the authority of said firm as experts in accounting auditing and auditingaccounting. The consolidated balance sheet We are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021proxy statements, and our officers, directors and principal shareholders are exempt from the related consolidated reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the end of operationseach fiscal year, changes in stockholders’ equity (deficit)or such applicable time as required by the SEC, and cash flows for the year then ended, have been an annual report on Form 20-F containing financial statements audited by EisnerAmper LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent submit to the inclusion of its audit report SEC, on the Company’s past a Form 6-K, unaudited interim financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibitsinformation. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain SEC also maintains a web site that contains information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We we file annual, quarterly and current reports, proxy statements and other information electronically with the SEC. The SEC maintains an , which you can access over the Internet site at ▇▇▇▇://athttp://▇▇▇.▇▇▇.▇▇▇ that contains reports▇. This prospectus supplement is part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by the rules and regulations of the SEC, proxy this prospectus supplement does not contain all the information set forth in the registration statement and information statements, and other information regarding issuers, such as us, that file electronically the exhibits thereto filed with the SEC. AdditionallyFor further information with respect to us and the Ordinary Shares offered hereby, you should refer to the complete registration statement on Form F-3, which may access our filings with be obtained from the SEC through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇locations described above in the immediately preceding paragraph. We have included our website address as an inactive textual reference only and our website and Statements contained in this prospectus supplement, the information contained on, accompanying prospectus or that can be accessed through, our website will not be deemed to be any document incorporated by reference in, and herein or therein about the contents of any contract or other document are not considered part of, this prospectusnecessarily complete. We will provide you without charge, upon your oral If we have filed any contract or written request, with other document as an electronic exhibit to the registration statement or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents document incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent informationregistration statement, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that read the information in this prospectus was accurate on the date exhibit for a more complete understanding of the front cover of this prospectus onlydocument or matter involved. Our business, financial condition, results of operations and prospects may have changed since that dateEach statement regarding a contract or other document is qualified in its entirety by reference to the actual document.
Appears in 1 contract
Sources: Equity Distribution Agreement
EXPERTS. The audited consolidated financial statements of resTORbio, Inc. as of December 31, 2019 and 2018, and for each of the years in the three-year period ended December 31, 2019, have been incorporated by reference in this prospectus herein and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KPMG LLP, independent registered public accountantsaccounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet audited historical financial statements of MAIA BiotechnologyAdicet Bio, Inc. and Subsidiaries as included in Exhibit 99.5 of December 31Adicet Bio, 2021Inc.’s Current Report on Form 8-K dated September 16, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, 2020 have been audited by EisnerAmper so incorporated in reliance on the report (which contains an explanatory paragraph relating to Adicet Bio, Inc.’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance given on the report authority of such said firm given upon their authority as experts in accounting auditing and auditingaccounting. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to We have filed with the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed under the Securities Act with the SEC relating respect to the shares of our securities being common stock offered herebyby this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the registration statement and its exhibitsexhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. The You should read the registration statement, statement and its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information schedules carefully for provisions that is material may be important to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documentsyou. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC also maintains an Internet site a website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains periodic and current reports, proxy and information statements, and other information regarding issuers, such as us, registrants that file are filed electronically with the SEC. AdditionallyThese documents are also available, you may access free of charge, through the Investors section of our filings with the SEC through our website website, which is located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included Information contained on our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will is not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus supplement or the accompanying prospectus and you should not consider information on our website to be part of this prospectus supplement or the additional information described above and under the heading “Incorporation of Certain Information by Reference” belowaccompanying prospectus. We have not authorized any the authority to designate and issue more than one class or series of stock having various preferences, conversion and other person rights, voting powers, restrictions, limitations as to provide you with different informationdividends, qualifications, and terms and conditions of redemption. If anyone provides you with different or inconsistent information, you should not rely upon itSee “Description of Capital Stock. We are not making an offer to sell these securities in will furnish a full statement of the relative rights and preferences of each class or series of our stock which has been so designated and any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate restrictions on the date ownership or transfer of the front cover of this prospectus only. Our business, financial condition, results of operations our stock to any shareholder upon request and prospects may have changed since that datewithout charge.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The audited consolidated financial statements incorporated by reference of MacroGenics, Inc. appearing in this prospectus MacroGenics, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2018, and elsewhere in the registration statement effectiveness of MacroGenics, Inc.’s internal control over financial reporting as of December 31, 2018, have been so incorporated audited by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇& ▇▇▇▇▇ LLP, independent registered public accountantsaccounting firm, as set forth in its reports thereon included therein, and incorporated herein by reference. Such consolidated financial statements are, and audited consolidated financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such consolidated financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of said such firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and ▇. Our common stock is listed on the Nasdaq Global Select Market under the symbol “MGNX.” Copies of certain information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings filed by us with the SEC through are also available free of charge on our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇ under Investors — Financials & Filings. We have included our Our website address as an inactive textual reference only is not a part of this prospectus and our website and the information contained on, or that can be accessed through, our website will is not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. This prospectus (other than is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits to such documents unless such in the registration statement for further information about us and our consolidated subsidiary and the securities we are offering. Those exhibits are specifically may be filed with the registration statement or may be incorporated by reference into such documents)to earlier SEC filings listed in the registration statement or in subsequent filings that we may make under the Exchange Act. Requests for such copies should be directed to: You should rely only on the information Statements in this prospectus and concerning any document we filed as an exhibit to the additional information described above and under registration statement or that we otherwise filed with the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We SEC are not making an offer intended to sell be comprehensive and are qualified by reference to these securities in any jurisdiction where such offer or sale is not permittedfilings. You should assume that review the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datecomplete document to evaluate these statements.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, and the effectiveness of our internal control over financial reporting as of December 31, 2021, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the this registration statement have been so statement. Our consolidated financial statements are incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on Ernst & Young LLP’s reports, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance given on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense We have filed a registration statement on Form S-3 with the SEC under the Securities Act of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement1933. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of but the registration statement in order to review a copy of the contract or documentsincludes and incorporates by reference additional information and exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at ▇▇▇▇://a website that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of that website is ▇▇▇.▇▇▇.▇▇▇ that contains ▇. We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports, proxy and information statements, and other information regarding issuers, as soon as reasonably practicable after we electronically file or furnish such as us, that file electronically with materials to the SEC. AdditionallyYou may also obtain a free copy of these reports in the Investor Relations section of our website, you may access our filings with the SEC through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included Information contained on our website address as an inactive textual or connected thereto does not constitute part of, and is not incorporated by reference only and our website and into, this prospectus or the registration statement of which it forms a part. The SEC permits us to “incorporate by reference” the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Later information that we file with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus: • our Annual Report on Form 10-K for the year ended December 31, 2021; and • the description of our common stock set forth in Exhibit 4.2 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. We also incorporate by reference all additional documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the initial filing date of the registration statement of which this prospectus is a part and the effectiveness of the registration statement, as well as between the date of this prospectus and the termination of any offering of securities offered by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules. You may request a copy of any or all of the documents incorporated by reference in but not delivered with this prospectus prospectus, at no cost, by writing or telephoning us at the following address and number: Investor Relations, Invitae Corporation, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (other than ▇▇▇) ▇▇▇-▇▇▇▇. We will not, however, send exhibits to such documents those documents, unless such the exhibits are specifically incorporated by reference into such in those documents. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to Be Paid Carry Forward Securities Carry Forward Securities Equity Common Stock, $0.0001 par value per share 457(p) 415(a)(6) $400,000,000 $400,000,000 0.0001091 $43,640 S-3ASR 333-230053 March 4, 2019 $43,640 Total Offering Amounts $400,000,000 Total Fees Previously Paid $43,640 Total Fee Offsets $43,640 Net Fee Due $—(1). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The audited financial statements of Dermata Therapeutics, Inc. (the "Company") as of and for the year ended December 31, 2023 and the adjustments to the 2022 financial statements to retrospectively reflect the impact of a reverse stock split incorporated by reference in this prospectus and elsewhere in by reference from the registration statement Annual Report on Form 10-K of the Company for the year ended December 31, 2023, have been so audited by ▇▇▇▇ ▇▇▇▇▇ LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a going concern uncertainty), which is incorporated herein by reference. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing. The financial statements, before the effects of the adjustments to retrospectively apply the reverse stock split described in Note 1, of Dermata Therapeutics, Inc. as of and for the year ended December 31, 2022, appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, have been audited by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ LLP▇▇▇▇▇, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLPP.C., independent registered public accounting firm, as stated set forth in their report (which is incorporated herein. Such financial statements report includes an explanatory paragraph regarding the existence of substantial doubt about the Company's ability to continue as a going concern), and have been incorporated herein by reference in reliance upon such report given on the report authority of such firm given upon their authority as experts in accounting and auditing, in giving said reports. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent We are subject to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all informational requirements of the information Securities Exchange Act of 1934, as amended, and in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the Securities and Exchange Commission’s website is ▇▇▇.▇▇▇.▇▇▇. We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the SEC. We have filed with the SEC a registration statement under the Securities Act, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at ▇▇▇.▇▇▇.▇▇▇. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on this prospectus supplement or the accompanying prospectus the information in this prospectus on our website, and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer consider it to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover be a part of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datesupplement or the accompanying prospectus.
Appears in 1 contract
Sources: At the Market Offering Agreement
EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere in supplement by reference from Torchlight Energy Resources, Inc.’s Annual Report on Form 10-K for the registration statement year ended December 31, 2020 have been so incorporated audited by reference in reliance upon the report of ▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇ LLPCo., independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, our independent registered public accounting firm, as stated in their its report which is incorporated herein. Such included in such consolidated financial statements statements, and have been so incorporated herein in reliance on upon the report of such firm given upon their its authority as experts in accounting and auditing. MAIA BiotechnologyThe financial statements of Metamaterial, Inc. has agreed incorporated in this prospectus supplement by reference to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP our Definitive Proxy Statement for the 2021 special meeting of stockholders on Schedule 14A, filed on May 7, 2021 have been so incorporated in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report reliance on the Company’s past financial statements included reports of KPMG LLP and Ernst & Young LLP, independent auditors, given on the authority of said firms as experts in this registration statementauditing and accounting. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 that we have filed with under the Securities Act, of which this prospectus supplement and the accompanying prospectus form a part. The rules and regulations of the SEC relating allow us to omit from this prospectus supplement certain information included in the shares of our registration statement. For further information about us and the securities being offered hereby. This we are offering under this prospectus does not contain all of the information in supplement, you should refer to the registration statement and its exhibits. The the exhibits and schedules filed with the registration statement, its exhibits and . With respect to the documents incorporated by reference statements contained in this prospectus and their exhibitssupplement regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all contain information that is material to respects by the offering complete text of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts agreement or other documentsdocument, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of which has been filed as an exhibit to the contract or documentsregistration statement. We file annual, quarterly and current reports, proxy statements and other information documents with the SECSEC electronically. The SEC maintains an Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, issuers that file electronically with the SEC. Additionally, you may You can access our the electronic versions of these filings with on the SEC through our SEC’s website found at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included make available free of charge on our website address our annual, quarterly and current reports, including amendments to such reports, as an inactive textual reference only and our website and the information contained onsoon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Please note, however, that can be accessed through, our website will we have not be deemed to be incorporated any other information by reference infrom our website, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of than the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and listed under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The audited financial statements of Plug Power Inc. and subsidiaries as of December 31, 2022, and for the year then ended, incorporated by reference in this prospectus Prospectus Supplement, and elsewhere in the registration statement effectiveness of the Company’s internal control over financial reporting have been so audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which express an unqualified opinion on the financial statements and an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing. The consolidated financial statements of Plug Power Inc. and subsidiaries as of December 31, 2021, and for each of the years in the two-year period ended December 31, 2021, have been incorporated by reference herein in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ KPMG LLP, independent registered public accountantsaccounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and We have filed with the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed with (File No. 333-265488) under the Securities Act, of which this prospectus supplement and the accompanying prospectus form a part. The rules and regulations of the SEC relating allow us to omit from this prospectus supplement certain information included in the shares of our registration statement. For further information about us and the securities being offered hereby. This we are offering under this prospectus does not contain all of the information in supplement, you should refer to the registration statement and its exhibits. The the exhibits and schedules filed with the registration statement, its exhibits and . With respect to the documents incorporated by reference statements contained in this prospectus and their exhibitssupplement regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all contain information that is material to respects by the offering complete text of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts agreement or other documentsdocument, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of which has been filed as an exhibit to the contract or documentsregistration statement. We Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at ▇▇▇▇://the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included make available free of charge on our website address as an inactive textual reference only our annual, quarterly and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all current reports, proxy statements and other documents information, including amendments thereto, as soon as reasonably practicable after we electronically file with such material with, or furnish such material to, the SEC. Please note, as well as however, that we have not incorporated any or all of other information by reference from our website, other than the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and listed under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover page S-16 of this prospectus onlysupplement. Our businessIn addition, financial condition, results you may request copies of operations and prospects may have changed since that date.these filings at no cost by writing or telephoning us at the following address or telephone number:
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
EXPERTS. The audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference in this prospectus and elsewhere in to the registration statement Annual Report on Form 20-F for the year ended December 31, 2020, have been so incorporated by reference in reliance upon on the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by & ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense , Certified Public Accountants (Isr.), a member firm of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report PricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on the Company’s past financial statements included authority of said firm as experts in this registration statementauditing and accounting. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 that we have filed F-3 under the Securities Act, with the SEC relating respect to the shares securities offered by this prospectus. However, as is permitted by the rules and regulations of the SEC, this prospectus, which is part of our securities being offered hereby. This prospectus does not contain all of the information registration statement on Form F-3, omits certain non-material information, exhibits, schedules and undertakings set forth in the registration statement and its exhibitsstatement. The registration statementFor further information about us, its exhibits and the documents incorporated securities offered by reference in this prospectus and their exhibitsprospectus, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should please refer to the exhibits registration statement. We are subject to the reporting requirements of the Exchange Act that are applicable to a part foreign private issuer. In accordance with the Exchange Act, we file reports, including annual reports on Form 20-F by April 30 of the registration statement in order to review a copy of the contract or documentseach year. We file annual, quarterly also furnish to the SEC under cover of Form 6-K material information filed with and current reports, proxy statements and other information with the SECmade public by any stock exchange or distributed by us to our shareholders. The SEC maintains an Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at (▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). We have included our website address as an inactive textual reference only These SEC filings are also available to the public from commercial document retrieval services. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders and our website officers, directors and principal shareholders are exempt from the information “short-swing profits” reporting and liability provisions contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all in Section 16 of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus Exchange Act and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that daterelated Exchange Act rules.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited the consolidated financial statements of Millendo Therapeutics, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2020, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement have been so statement. These financial statements are incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on Ernst & Young LLP’s report, independent registered public accountants, upon the given on their authority of said firm as experts in accounting and auditing. The consolidated balance sheet financial statements of MAIA BiotechnologyTempestx, Inc. and Subsidiaries (formerly Tempest Therapeutics, Inc.) as of and for the years end December 31, 2020 and December 31, 2019 , incorporated by reference in this Prospectus from Tempest Therapeutics, Inc.’s Current Report on Form 8-K filed on July 16, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is incorporated hereinby reference (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to substantial doubt regarding Tempestx, Inc.’s ability to continue as a going concern). Such financial statements have been so incorporated herein in reliance on upon the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered herebySEC. This prospectus does not contain all of the information set forth in the registration statement and its exhibits. The the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, its we refer you to the registration statement and the exhibits and schedules filed as a part of the documents registration statement. You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus and their exhibitsis accurate as of any date other than the date on the front page of this prospectus, all contain information that is material to regardless of the offering time of delivery of this prospectus or any sale of the securities hereby. Whenever a reference is made in offered by this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documentsprospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and ▇. Copies of certain information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings filed by us with the SEC through are also available on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included Information contained in or accessible through our website address as an inactive textual reference only does not constitute a part of this prospectus and our website and the information contained on, or that can be accessed through, our website will is not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that dateprospectus.
Appears in 1 contract
Sources: Open Market Sale Agreement
EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, scPharmaceuticals Inc. and Subsidiaries as of December 31, 20212017 and 2016 and for each of the years in the three-year period ended December 31, and 2017 incorporated in this Prospectus by reference to the related consolidated statements of operationsscPharmaceuticals Inc.’s Current Report on Form 8-K filed on January 3, changes in stockholders’ equity (deficit), and cash flows for the year then ended, 2019 have been audited by EisnerAmper RSM US LLP, an independent registered public accounting firm, as stated in their report thereon (which is report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in method of accounting for leasing transactions due to the adoption of Financial Accounting Standard Board’s Accounting Standards Update 2016-02, Leases), incorporated herein. Such financial statements herein by reference, and have been incorporated herein in this Prospectus and Registration Statement in reliance on upon such report and upon the report authority of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at ▇▇▇▇://the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and ▇. Copies of certain information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings filed by us with the SEC through are also available on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our Our website address as an inactive textual reference only is not a part of this prospectus and our website and the information contained on, or that can be accessed through, our website will is not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus. You may also read and copy any document we file at the SEC’s Public Reference Room, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information on the operation of the Public Reference Room. This prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents)is part of a registration statement we filed with the SEC. Requests for such copies should be directed to: This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should rely only on review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus and concerning any document we filed as an exhibit to the additional information described above and under registration statement or that we otherwise filed with the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We SEC are not making an offer intended to sell be comprehensive and are qualified by reference to these securities in any jurisdiction where such offer or sale is not permittedfilings. You should assume that review the information in this prospectus was accurate on the date complete document to evaluate these statements. You can obtain a copy of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that dateregistration statement from the SEC at the address listed above or from the SEC’s website.
Appears in 1 contract
Sources: Open Market Sale Agreement
EXPERTS. The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, and the effectiveness of our internal control over financial reporting as stated of December 31, 2019 as set forth in their report reports, which is are incorporated hereinby reference in this prospectus supplement and elsewhere in the registration statement. Such Our financial statements have been are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein by reference in reliance on Ernst & Young LLP’s reports pertaining to such financial statements and the report effectiveness of such firm our internal control over financial reporting as of the respective dates, given upon on their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we have filed with the SEC relating to under the shares of our securities being offered hereby. This prospectus does Securities Act and do not contain all of the information set forth in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectus to any of our contracts contracts, agreements or other documents, the reference may not be complete. You complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference in order to review this prospectus supplement and the accompanying prospectus for a copy of such contract, agreement or other document. Because we are subject to the contract or documents. We information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and ▇. Our common stock is listed on The Nasdaq Global Select Market under the symbol “MGNX.” Copies of certain information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings filed by us with the SEC through are also available free of charge on our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇ under Investors - Financials & Filings. We have included our Our website address as an inactive textual reference only is not a part of this prospectus supplement and our website and the information contained on, or that can be accessed through, our website will is not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to supplement. These filings will be available as soon as reasonably practicable after we electronically file such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed material with, or furnish it to: You should rely only on , the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that dateSEC.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated by reference in this prospectus and elsewhere in supplement by reference to the registration statement Annual Report on Form 20-F for the year ended December 31, 2023, have been so incorporated by reference in reliance upon on the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by & ▇▇▇▇▇▇▇▇▇▇▇ LLP in successful defense , Certified Public Accountants (Isr.) (which contains an adverse opinion on the effectiveness of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past internal control over financial statements included reporting and includes an explanatory paragraph regarding the existence of substantial doubt about the Company’s ability to continue as a going concern as described in this registration statementNote 1a(3) to the financial statements), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 that we have filed F-3 under the Securities Act, with the SEC relating respect to the shares securities offered by this prospectus supplement and the accompanying base prospectus. However, as is permitted by the rules and regulations of the SEC, this prospectus supplement, which is part of our securities being offered hereby. This prospectus does not contain all of the information registration statement on Form F-3, omits certain non-material information, exhibits, schedules and undertakings set forth in the registration statement and its exhibitsstatement. The registration statementFor further information about us, its exhibits and the documents incorporated securities offered by reference in this prospectus supplement and their exhibitsthe accompanying base prospectus, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should please refer to the exhibits registration statement. We are subject to the reporting requirements of the Exchange Act that are applicable to a part foreign private issuer. In accordance with the Exchange Act, we file reports, including annual reports on Form 20-F by April 30 of the registration statement in order to review a copy of the contract or documentseach year. We file annualalso furnish to the SEC under cover of Form 6-K material information required to be made public in Israel, quarterly filed with and current reports, proxy statements and other information with the SECmade public by any stock exchange or distributed by us to our shareholders. The SEC maintains an Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at (▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). We have included our website address as an inactive textual reference only These SEC filings are also available to the public from commercial document retrieval services. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders and our website officers, directors and principal shareholders are exempt from the information “short-swing profits” reporting and liability provisions contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all in Section 16 of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus Exchange Act and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that daterelated Exchange Act rules.
Appears in 1 contract
Sources: Sales Agreement