Interesting wording in Preliminary Prospectus
posted on
Nov 02, 2023 04:47PM
Some interesting wording in here. Seems to have been missed in all the excitement today. This is taken directly from the prospectus. Says underwriter will purchase all shares. Officers and Directors have expressed interest in purchasing some too. No numbers are given though, as this is a preliminary prospectus. The bold print is mine:
pg S-17
Maxim Group LLC (“Maxim” or the “underwriter”) is acting as the underwriter of this offering. We have entered into an underwriting agreement dated , 2023 with the underwriter (the “underwriting agreement”). Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriter, and the underwriter has agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the following number of our common shares and warrants:
Underwriter | Number of Shares | Number of Warrants | ||||||
Maxim Group LLC | ||||||||
TOTAL |
The underwriter has agreed to purchase all of the common shares and warrants offered by this prospectus (other than those covered by the over-allotment option described below) if any are purchased.
Delivery of the common shares and warrants offered hereby is expected on or about , 2023, against payment in immediately available funds and subject to customary closing conditions. This prospectus supplement does not qualify a sale of common shares and warrants into Canada, and, accordingly, no sales of our common shares and warrants will be made into Canada pursuant to this prospectus supplement and the accompanying prospectus.
The underwriter is offering the common shares and warrants subject to various conditions and may reject all or part of any order. The underwriter has advised us that it proposes to offer the common shares and warrants directly to the public at the public offering price that appears on the cover page of this prospectus supplement. In addition, the underwriter may offer some of the common shares and warrants to other securities dealers at such price less a concession of up to $ per common share and accompanying warrant. After the common shares and warrants are released for sale to the public, the underwriter may change the offering price and other selling terms at various times.
We have granted the underwriter an over-allotment option. The over-allotment option, which is exercisable for up to 45 days following the execution date of the underwriting agreement, permits the underwriter to purchase a maximum of additional common shares and/or warrants to purchase up to an additional common shares. If the underwriter exercises all or part of the over-allotment option, it will purchase shares and/or warrants covered by the over-allotment option at the public offering price per common share or warrant, respectively, that appears on the cover page of this prospectus supplement, less the underwriting discounts and commissions. If the over-allotment option is exercised in full, without giving effect to any exercise of the warrants being issued in this offering, the total net proceeds to us from this offering will be approximately $ .
Certain of our executive officers and directors have indicated an interest in purchasing an aggregate of up to $ of our common shares and warrants in this offering at the public offering price and on the same terms as other purchasers in this offering. However, because indications of interest are not binding agreements or commitments to purchase, the underwriter may determine to sell more, fewer or no common shares and warrants in this offering to any of those executive officers and directors, or any or all of those executive officers and directors may determine to purchase more, fewer or no common shares and warrants in this offering. The underwriter will receive the same underwriting discount on any common shares and warrants purchased by those executive officers and directors as it will on any other common shares and warrants sold to the public in this offering.