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 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 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 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 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 financial statements of Luminar Technologies, 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, 2021prospectus, and the related consolidated statements effectiveness of operationsLuminar Technologies, changes in stockholders’ equity (deficit), and cash flows for the year then ended, Inc.’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 BiotechnologyCertain attorneys with ▇▇▇▇▇▇, 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 and certain funds affiliated with the SEC relating to the firm own and/or have an indirect interest in 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 statementClass A common stock, 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 which represent less than 1% 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 documentsClass A common stock. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an Internet site filings are available to the public free of charge 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 the “Investors” page of our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included Information contained on our website address as an inactive textual is not incorporated by reference only into this prospectus, and our website and the you should not consider any information contained on, or that can be accessed throughfrom, our website will not be deemed as part of this prospectus or any accompanying prospectus supplement. We have filed with the SEC a registration statement on Form S-3 relating to be incorporated the securities covered 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 This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents)the registration statement. Requests for such copies should be directed to: You should rely only on review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries 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 may review a copy of the front cover of this prospectus only. Our businessregistration statement through the SEC’s website, financial condition, results of operations and prospects may have changed since that dateas provided above.
Appears in 1 contract
Sources: Financing 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 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, 2023, and the effectiveness of SpringWorks Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2023, 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 supplement and the accompanying prospectus. This prospectus supplement and accompanying 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 supplement and the accompanying prospectus, you should read the registration statement, including its exhibits and the documents incorporated by reference schedules. Statements contained in this prospectus supplement and their exhibitsthe accompanying prospectus, all contain information including documents that is material we have incorporated by reference, 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 supplement, 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 datesupplement.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The audited consolidated financial statements of Virgin Galactic Holdings, Inc. as of December 31, 2021 and 2020, and for each of the years in the three-year period ended December 31, 2021, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2021, have been incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference herein in reliance upon the report reports 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 under the Securities Act with the SEC relating to respect to, among other securities, the shares of our securities being common stock offered herebyby this prospectus supplement and accompanying prospectus. This prospectus does supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. The Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material we refer you 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 documentsdocument that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements reports and other information with the SEC. The Our filings with the SEC maintains an Internet site are available to the public on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such ▇. You may access these materials free of charge as us, that file soon as reasonably practicable after they are electronically filed with or furnished to the SEC. AdditionallyThose filings are also available to the public on, you may access our filings with the SEC through or accessible through, our website under the heading “Investor Information” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included The information on our website address as an inactive textual reference only web site, however, is not, and our website and the information contained on, or that can be accessed through, our website will should not be deemed to be incorporated by reference inbe, 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 supplement and prospects may have changed since that dateaccompanying prospectus.
Appears in 1 contract
Sources: Distribution Agency Agreement
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 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 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 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 sheets of MAIA Biotechnology, Inc. Tonix Pharmaceuticals Holding Corp. and Subsidiaries subsidiaries as of December 31, 2021, 2023 and 2022 and the related consolidated statements of operations, changes in comprehensive loss, stockholders’ equity (deficit)equity, and cash flows for each of the year years then ended, ended have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated hereinherein by reference, which report includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern. Such financial statements have been are incorporated herein by reference 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 The abbreviated financial statements of the Tosymra® and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by Zembrace® Symtouch® Product Lines of ▇▇▇▇▇▇-▇▇▇▇▇ LLP Laboratories, LLC, which comprise the abbreviated statements of assets acquired as of March 31, 2023 and March 31, 2022 and the abbreviated statements of net product sales net of direct expenses for the years then ended, have been incorporated by reference herein and in successful defense the registration statement in reliance upon the report of any legal action or proceeding that arises KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as a result of EisnerAmper LLP’s consent to the inclusion of its experts in accounting and auditing. The audit report on covering the Company’s past March 31, 2023 and 2022 abbreviated financial statements included contains an emphasis of matter paragraph that describes that the abbreviated financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in this registration statementthe filing of Form 8-K/A of Tonix Pharmaceuticals Holding Corp.) and are not intended to be a complete presentation of the Product Line’s revenues and expenses. As a result, the abbreviated financial statements may not be suitable for another purpose. This prospectus is constitutes a part of a registration statement on Form S-3 that we have filed with under the SEC relating to Securities Act. As permitted by 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 statementSEC’s rules, its exhibits and the documents incorporated by reference in this prospectus and their exhibitsany prospectus supplement, 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 which form a part of the registration statement, do not contain all the information that is included in the registration statement. You will find additional information about us in the registration statement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement in order to review or otherwise filed with the SEC for a copy more complete understanding of the contract document or documentsmatter. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The You may read, without charge, and copy the documents we file at the SEC’s public reference rooms in Washington, D.C. at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. You can request copies of these documents by writing to the SEC maintains an Internet site and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information on the public reference rooms. Our SEC filings are also available to the public at no cost from 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 filed a registration statement on Form S-3 with the Securities and Exchange Commission under the Securities Act. This prospectus supplement and the accompanying prospectus is part of the registration statement but the registration statement includes and incorporates by reference only additional information and our website exhibits. The Securities and Exchange Commission permits us to “incorporate by reference” the information contained onin documents we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus supplement and the accompanying prospectus. Information that is incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the Securities and Exchange Commission will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus supplement and the accompanying prospectus, and will be considered to be a part of this prospectus supplement and the accompanying prospectus from the date those documents are filed. We have filed with the Securities and Exchange Commission, and incorporate by reference in this prospectus supplement: ● our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024; ● our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 15, 2024; ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 13, 2024; ● our Current Reports on Form 8-K or Form 8-K/A filed with the SEC on January 2, 2024, January 8, 2024, January 19, 2024, January 25, 2024, January 29, 2024, January 31, 2024, February 12, 2024, February 13, 2024, February 15, 2024, February 27, 2024, February 28, 2024, March 5, 2024, March 6, 2024, March 7, 2024, March 11, 2024, March 19, 2024, March 20, 2024, March 21, 2024, March 25, 2024, March 29, 2024, April 1, 2024, May 13, 2024, May 21, 2024, May 22, 2024, May 22, 2024, May 30, 2024, June 3, 2024, June 6, 2024, June 6, 2024, June 10, 2024, June 13, 2024, June 14, 2024 June 20, 2024 , June 26, 2024, June 28, 2024, July 1, 2024, July 8, 2024, July 10, 2024, July 16, 2024, July 24, 2024, July 25, 2024, and July 30, 2024; ● The description of our Common Stock contained in our registration statement on Form 8-A filed with the SEC on July 23, 2013 , under the Exchange Act, as supplemented and updated by the description of our Common Stock set forth in Exhibit 4.06 of our Annual Report on Form 10-K for the year ended December 31, 2023, including any amendment or report filed for the purpose of updating such description. We also incorporate by reference all additional documents that can we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, that are made after the initial filing date of the registration statement of which this prospectus is a part until the offering of the particular securities covered by a prospectus supplement or term sheet has been completed. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with Securities and Exchange Commission rules. You may request, and we will provide you with, a copy of these filings, at no cost, by contacting us at: We may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not exceeding $300,000,000. The preferred stock, warrants, and units may be accessed throughconvertible or exercisable or exchangeable for common stock or preferred stock or other securities of ours and have not been approved for listing on any market or exchange, our website and we have not made any application for such listing. Each time we sell a particular class or series of securities, we will not be provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information in this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference ininto this prospectus, and are not considered part ofcarefully before you invest in any securities. Our common stock is presently listed on The NASDAQ Global Market under the symbol “TNXP”. On August 18, 2022, the last reported sale price of our common stock was $1.40. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange. These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or dealers or through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement. This prospectus is dated TABLE OF CONTENTS , 2022 PAGES ABOUT THIS PROSPECTUS 1 OUR BUSINESS 1 RISK FACTORS 3 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 3 USE OF PROCEEDS 4 THE SECURITIES WE MAY OFFER 5 DESCRIPTION OF COMMON STOCK 6 DESCRIPTION OF PREFERRED STOCK 6 DESCRIPTION OF WARRANTS 8 DESCRIPTION OF UNITS 10 PLAN OF DISTRIBUTION 11 LEGAL MATTERS 14 EXPERTS 14 WHERE YOU CAN FIND MORE INFORMATION 14 INCORPORATION OF DOCUMENTS BY REFERENCE 15 This prospectus is part of a shelf registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings from time to time having an aggregate initial offering price of $300,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you without chargewith a prospectus supplement that describes the specific amounts, upon your oral prices and terms of the securities we offer. The prospectus supplement also may add, update or written request, change information contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement together with an electronic or paper copy of any or additional information described below under the caption “Where You Can Find More Information.” This prospectus does not contain all reports, proxy statements and other documents the information provided in the registration statement we file filed with the SEC. You should read both this prospectus, as well as any or all of including the documents incorporated by reference in this section titled “Risk Factors,” and the accompanying 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: supplement, together with the additional information described under the heading “Where You Can Find More Information.” You should rely only on the information contained or incorporated by reference in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” belowor a prospectus supplement. 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 on it. We are This prospectus is not making an offer to sell these securities, and it is not soliciting an offer to buy securities in any jurisdiction where such the offer or sale is not permitted. You should assume that the information appearing in this prospectus was or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the date front of the front cover of this prospectus those documents only. Our business, financial condition, results of operations and prospects may have changed since that datethose dates.
Appears in 1 contract
Sources: Sales 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 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 our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the 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 report, 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 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 the 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 Securities Act and does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents set forth or incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities herebyregistration statement. Whenever a reference is made in this 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 in order or the exhibits to review the reports or other documents incorporated by reference into this 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 ▇. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, proxy and information statements, and other information regarding issuersthat we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, such as usor furnish it to, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our Our website at address is ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included Information contained on or accessible through our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address as in this prospectus is 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 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 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.
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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.
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Sources: Open Market Sale Agreement