Placement Agent means H.C. Wainwright & Co., LLC.
Pre-Funded Warrants means, collectively, the pre-funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a), which warrants shall be exercisable immediately and will expire when exercised in full, the form of Exhibit B attached hereto.
Pre-Funded Warrant Purchase Price equals $0.29, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.
Prospectus means the final base prospectus included in the Registration Statement, including all documents incorporated therein by reference.
Prospectus Supplement means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission, including all documents incorporated therein by reference, and delivered by the Company to each Purchaser at the Closing.
Purchaser Party shall have the meaning ascribed to such term in Section 4.8.
Registration Statement means the effective registration statement with Commission (File No. 333-258301), including all information, documents and exhibits filed with or incorporated by reference into such registration statement, which registers the sale of the Shares, the Warrants and the Warrant Shares to the Purchasers.
Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).
Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).
Securities means the Shares, the Warrants and the Warrant Shares.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.
Short Sales means all short sales as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing shares of Common Stock).
Subscription Amount means, as to each Purchaser, the aggregate amount to be paid for Shares (and/or the Pre-Funded Warrants) and the Common Warrants purchased hereunder as specified below such Purchasers name on the signature page of this Agreement and next to the heading Subscription Amount, in United States dollars and in immediately available funds (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants purchased by the Purchaser, which amounts shall be paid as and when such Pre-Funded Warrants are exercised).