Market Capitalization. At the time the Registration Statement will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act, including but not limited to Instruction I.B.5 of Form F-3. As of the date of this Agreement, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $69,077,000 (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 2 contracts
Sources: Sales Agreement (Avino Silver & Gold Mines LTD), Sales Agreement (Avino Silver & Gold Mines LTD)
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.1/I.B.5 of Form F-3. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to or greater than $69,077,000 75.0 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 2 contracts
Sources: Underwriting Agreement (Nyxoah SA), Underwriting Agreement (Nyxoah SA)
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.1/I.B.5 of Form F-3. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to or greater than $69,077,000 75.0 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 2 contracts
Sources: Sales Agreement (Nano-X Imaging Ltd.), Sales Agreement (Nyxoah SA)
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act. On May 8, including but not limited to Instruction I.B.5 of Form F-3. As of 2019 (the date of this Agreement“Determination Date”), the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to or greater than $69,077,000 75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange The Nasdaq Stock Market, LLC (“Nasdaq”) within 60 days of the date of this Agreement Determination Date times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Zosano Pharma Corp), Underwriting Agreement (Zosano Pharma Corp)
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act, including but not limited to Instruction I.B.5 of Form F-3. As of the date of this Agreement, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to approximately $69,077,000 48.3 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3. As of the date of this Agreementhereof, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately is greater than $69,077,000 69,000,000 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Sales Agreement (Lipocine Inc.)
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s 's most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3, if applicable. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to $69,077,000 63.7 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement on February 8, 2021 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement (CNS Pharmaceuticals, Inc.)
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent next Annual Report on Form 2010-F was K will be filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3. As of the date of this Agreement, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to or greater than $69,077,000 86.6 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange Principal Market within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Open Market Sale Agreement (Jasper Therapeutics, Inc.)
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3, if applicable. As of the date close of this Agreementtrading on the Exchange on November 18, 2016, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act Rule 144Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $69,077,000 18.8 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed was last sold on the Exchange within 60 days of the date of this Agreement on November 18, 2016 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Onconova Therapeutics, Inc.)
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3, if applicable. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to approximately $69,077,000 51.8 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange on a Trading Day within 60 sixty days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement (HCW Biologics Inc.)
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act, including but not limited to General Instruction I.B.5 I.B.1 of Form F-3. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to or greater than $69,077,000 75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange Nasdaq Global Market “(“Nasdaq”) within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s 's most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3, if applicable. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to $69,077,000 76.9 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement on March 10, 2021 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement (Ocuphire Pharma, Inc.)
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3, if applicable. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to approximately $69,077,000 33.1 million (calculated by multiplying (x) $1.42, the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement on December 27, 2024, times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement (New Horizon Aircraft Ltd.)
Market Capitalization. At the time the Registration Statement will be originally was declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3. As of the date of this Agreement, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to approximately $69,077,000 14.771 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. (i) At the time of filing the Registration Statement will be originally declared effective, and (ii) at the time of the Company’s most recent Annual Report on Form 20amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-F was effective amendment, incorporated report filed with pursuant to Section 13 or 15(d) of the CommissionExchange Act or form of prospectus), the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act, including but not limited to compliance with General Instruction I.B.5 of Form F-3. As of the date close of this Agreementtrading on the Exchange on October 12, 2016, the aggregate market value of the notional number of ADSs representing the number of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act Rule 144Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $69,077,000 48,594,675 (calculated by multiplying (x) the highest price at which the common equity ADSs of the Company closed were last sold on the Exchange within 60 days of the date of this Agreement on August 15, 2016 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Prana Biotechnology LTD)
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including but not limited to Instruction I.B.5 I.B.1 of Form F-3S-3. As The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering (the pre-1992 eligibility requirements for the use of the date registration statement on Form S-3 include (i) having a non-affiliate, public common equity float of this Agreementat least $150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume of at least three million shares, (ii) having been subject to the aggregate market value Exchange Act reporting requirements for a period of 36 months) and (iii) having been timely with its Commission filings over the past 12 months and the 12 months immediately preceding the filing of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directlyRegistration Statement, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $69,077,000 (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares)having received a waiver with respect thereto. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Sales Agreement (ImmunoCellular Therapeutics, Ltd.)
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s 's most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3, if applicable. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to $69,077,000 34,262,070 (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement on June 14, 2023 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement (Virios Therapeutics, Inc.)
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then then-applicable requirements for the use of Form F-3 S-3 under the Securities Act. On July 2, including but not limited to Instruction I.B.5 of Form F-3. As of 2021, the date of this Agreementthe Registration Statement was filed with the Commission (the “Determination Date”), the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to or greater than $69,077,000 75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange Nasdaq Capital Market (“Nasdaq”) within 60 days of the date of this Agreement Determination Date times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3, if applicable. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to $69,077,000 43.6 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement on December 9, 2022 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.1 or I.B.6 of Form F-3S-3, as applicable. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to $69,077,000 37.9 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3, if applicable. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to $69,077,000 10,842,115 (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement on March 2, 2023 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement (BioRestorative Therapies, Inc.)
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s 's most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3, if applicable. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to $69,077,000 41,553,805 (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement on February 26, 2020 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Equity Distribution Agreement (Addvantage Technologies Group Inc)
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.1 of Form F-3S-3. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting nonvoting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately greater than $69,077,000 75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed was last sold on the Exchange within 60 days of the date of this Agreement the filing of the Registration Statement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was is filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.1 and I.B.5 of Form F-3. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to approximately $69,077,000 US$93.5 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act, including but not limited to Instruction I.B.5 of Form F-3. As of the date of this Agreement, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to or greater than $69,077,000 17,250,000 (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s 's most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 I.B.6 of Form F-3S-3, if applicable. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to $69,077,000 9,292,268 (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement on June 15, 2022 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement (Unicycive Therapeutics, Inc.)
Market Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet meet, as applicable, the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including including, but not limited to to, General Instruction I.B.5 IB.1 or I.B.6, as applicable, of Form F-3S-3. As of the date of this Agreement, the The aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 under the Securities Act Rule 144Regulations, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to $69,077,000 99,343,402 (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act405) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then then-applicable requirements for the use of Form F-3 S-3 under the Securities Act. On March 16, including but not limited to Instruction I.B.5 of Form F-3. As of 2020, the date of this Agreementthe Registration Statement was filed with the Commission (the “Determination Date”), the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to or greater than $69,077,000 75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange Nasdaq Capital Market (“Nasdaq”) within 60 days of the date of this Agreement Determination Date times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act, including but not limited to Instruction I.B.5 of Form F-3. As of the close of trading on the Exchange on the Trading Day immediately prior to the date of this Agreement, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “"Non-Affiliate Shares”"), was approximately equal to or greater than $69,077,000 75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). At the time the Registration Statement was or is originally declared effective and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met the then applicable requirements for the use of Form S-3 under the Securities Act. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 2010-F K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 S-3 under the Securities Act, including but not limited to General Instruction I.B.5 I.B.6 of Form F-3S-3. As of On May 8, 2019 (the date of this Agreement“Determination Date”), the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to or greater than $69,077,000 75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement Determination Date times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 I.B.6 of Form F-3S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract
Market Capitalization. At the time the Registration Statement will be was originally declared effective, and at the time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3 under the Securities Act, including but not limited to Instruction I.B.5 of Form F-3. As of the date of this Agreement, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately equal to at least $69,077,000 43.2 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
Appears in 1 contract