Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 2 contracts
Sources: Registration Rights Agreement (Torchlight Energy Resources Inc), Registration Rights Agreement (Torchlight Energy Resources Inc)
Plan of Distribution. We are registering the shares of common stock issued issuable pursuant to the selling stockholders terms of the convertible notes to permit the resale of these shares of common stock by the holders of the shares of common stock convertible notes from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders shareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , ● on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; ● in the following methods when selling shares: · over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales; ● sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · ● broker-dealers may agree with the selling stockholders shareholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · ● a combination of any such methods of sale; and · ● any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders shareholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible notes, warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, agreement including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates. The undersigned holder beneficial owner of shares of the common stock, par value $.001 per share, (the “Common Stock”) of Torchlight Energy Resources, Inc.Blue Sky Media Corp., a Nevada Wyoming corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), ) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities Securities, in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”)) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder securityholder in the Registration Statement and the Prospectusrelated prospectus. Holders Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder securityholder in the Registration Statement and the Prospectusrelated prospectus.
Appears in 2 contracts
Sources: Registration Rights Agreement (Blue Sky Media Corp), Securities Purchase Agreement (Blue Sky Media Corp)
Plan of Distribution. We are registering Except as set forth below, the shares of common stock issued undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders Registration Statement only as follows (if at all): such Registrable Securities may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby be sold from time to time directly or by the undersigned or, alternatively, through one or more underwriters, broker-dealers or agents. If the shares of common stock Registrable Securities are sold through underwriters or broker-dealers, the selling stockholders Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock Such Registrable Securities may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These Such sales may be effected in transactions, transactions (which may involve crosses or block transactions. The selling stockholders may use ) (i) on any one national securities exchange or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in quotation service on which the brokerRegistrable Securities may be listed or quoted at the time of sale, (ii) in the over-dealer solicits purchasers; · block trades the-counter market, (iii) in which transactions otherwise than on such exchanges or services or in the brokerover-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a brokerthe-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · counter market, or (iv) through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110options. In connection with sales of the shares of common stock Registrable Securities or otherwise, the selling stockholders undersigned may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Registrable Securities, short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus Registrable Securities to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also positions, or loan or pledge shares of common stock Registrable Securities to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawsecurities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company undersigned acknowledges that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, understands its obligation to comply with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderthereunder relating to stock manipulation, including, without limitation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock Registrable Securities pursuant to the registration rights agreementRegistration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, includingAirways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, without limitationin connection with any sale of Registrable Securities pursuant to the Registration Statement, Securities and Exchange Commission filing fees and expenses of compliance it will comply with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissionsthe prospectus delivery requirements, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “"Securities Act”)") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the Registrable Securities information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the terms of undersigned's obligation under the Agreement and a related Registration Rights Agreement (to provide such information as may be required by law for inclusion in the “Registration Rights Agreement”)Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All capitalized terms not otherwise defined herein notices hereunder shall have the meanings ascribed thereto be made in the Agreement. In order to sell or otherwise dispose of any Registrable Securities writing pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplementedRights Agreement. By signing below, the “Prospectus”), deliver undersigned consents to the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions disclosure of the Agreement (including certain indemnification provisions, as described below). Holders must also complete information contained herein in its answers to Items 1 through 6 above and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders inclusion of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder such information in the Registration Statement and the Prospectusrelated prospectus. Holders The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectusrelated prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.
Appears in 2 contracts
Sources: Registration Rights Agreement (Us Airways Group Inc), Registration Rights Agreement (Us Airways Group Inc)
Plan of Distribution. We are registering the The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock issued to the selling stockholders to permit the resale of these being offered under this prospectus on any stock exchange, market or trading facility on which shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market traded or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated pricesprivate transactions. These sales may be effected in transactions, which may involve crosses at fixed or block transactionsnegotiated prices. The selling stockholders security holders may use any one or more of the following methods when selling disposing of shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale resales by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of to cover short sales entered into made after the effective date of that the registration statement of which this prospectus is a partpart is declared effective by the Commission; · broker-dealers may agree with the selling stockholders security holders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such of these methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders shares may also may resell all or a portion of the shares in open market transactions in reliance upon be sold under Rule 144 under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, provided that they meet the criteria broker may, from time to time, offer and conform to sell the requirements of those provisionspledged shares. Broker-dealers engaged by the selling stockholders security holders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, brokerBroker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions discounts from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act security holders (or, if any broker-dealer acts as agent or to whom they may sell as principal. Such commissions will be for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except which commissions as set forth in to a supplement to this Prospectus, in the case of an agency transaction will not particular broker or dealer may be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling stockholders may also enter into option or other transactions with security holders and any broker-dealers or other financial institutions or agents that are involved in selling the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to under this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such these sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such Commissions received by these broker-dealer dealers or agent agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who Any broker-dealers or agents that are “underwriters” within deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the meaning of Section 2(11) names of the Securities Act will be subject to underwriters and the prospectus delivery requirements material details of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified their underwriting arrangements in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filedor, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating brokerin a replacement prospectus included in a post-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material effective amendment to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, statement of which this prospectus forms is a part. Each The selling stockholder security holders and any other person persons participating in such the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations thereunderunder that act, includingincluding Regulation M. These provisions may restrict activities of, without limitation, Regulation M of the Exchange Act, which may and limit the timing of purchases and sales of any of the shares of common stock by by, the selling stockholder and security holders or any other participating person. Furthermore, under Regulation M may also restrict the ability of any person M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the distribution commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to engage in marketthis prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-making activities with respect effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to the shares of common stock. All whether any of the foregoing may affect the marketability selling security holders will sell all or any portion of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockoffered under this prospectus. We will have agreed to pay all fees and expenses of we incur incident to the registration of the shares of common stock pursuant to the registration rights agreementbeing offered under this prospectus. However, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts security holder and purchaser is responsible for paying any discounts, commissions and similar selling commissions, if any, and any legal expenses incurred by itthey incur. We will indemnify and the selling stockholders security holders have agreed to indemnify one another against certain liabilitieslosses, including some damages and liabilities under the Securities Act, arising in accordance connection with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilitiesthis prospectus, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stockunderstands that Youngevity International, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation Inc. (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company ) intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement entered into by the Company and the undersigned (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement and the Prospectus.
Appears in 2 contracts
Sources: Registration Rights Agreement (Youngevity International, Inc.), Registration Rights Agreement (Youngevity International, Inc.)
Plan of Distribution. We are registering the shares of common stock previously issued to and the selling stockholders shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; in the following methods when selling shares: · over-the-counter market; in transactions otherwise than on these exchanges or systems or in the over-the-counter market; through the writing of options, whether such options are listed on an options exchange or otherwise; ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 2 contracts
Sources: Registration Rights Agreement (Benda Pharmaceutical, Inc.), Registration Rights Agreement (Applied Spectrum Technologies Inc)
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · ● broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · ● through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.●
Appears in 2 contracts
Sources: Registration Rights Agreement (ChromaDex Corp.), Registration Rights Agreement (ChromaDex Corp.)
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders preferred shares and upon exercise of warrants and to permit the resale of these the underlying shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders securityholders of the shares of common stocksecurities. We will bear all fees and expenses incident to our obligation to register the preferred shares, warrants and shares of common stock. The selling stockholders securityholders may sell all or a portion of the shares of common stock securities beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock securities are sold through underwriters or broker-dealers, the selling stockholders securityholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock securities may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , o on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; o in the following methods when selling shares: · over-the-counter market; o in transactions otherwise than on these exchanges or systems or in the over-the-counter market; o through the writing of options, whether such options are listed on an options exchange or otherwise; o ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · o block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; · o purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · o an exchange distribution in accordance with the rules of the applicable exchange; · o privately negotiated transactions; · settlement of o short sales entered into after sales; o pursuant to Rule 144 under the effective date of the registration statement of which this prospectus is a partSecurities Act; · o broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares securities at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.security;
Appears in 2 contracts
Sources: Securities Purchase Agreement (Prentice Capital Management, LP), Securities Purchase Agreement (Sac Capital Advisors LLC)
Plan of Distribution. We are registering the shares of common stock Common Stock previously issued to and the selling stockholders shares of Common Stock issuable upon conversion of the preferred shares and upon exercise of the warrants to permit the resale of these shares of common stock Common Stock by the holders of the common stock, preferred shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; · sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the preferred shares, warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include include, pursuant to prospectus amendment or prospectus supplement, the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling stockholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the common stockhands of persons other than our affiliates. Interwest Transfer Company ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, par value $.001 per share▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of Torchlight Energy ResourcesAugust , Inc.2006 (the “Agreement”), by and among ▇▇▇▇ Petroleum, Inc. a Nevada corporation Delaware Corporation (the “Company”), issued and the investors named on the Schedule of Buyers attached thereto (collectively, the “Holders”), pursuant to a certain Securities Purchase Agreement by and among which the Company and is issuing to the Purchasers named therein, dated as of _______________, 2014 Holders (i) shares (the “Agreement” and such sharesCommon Shares”) of the common stock of the Company, par value $0.0001 per share, (the “Registrable SecuritiesCommon Stock”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (ii) Series D Convertible Preferred Stock (the “Registration StatementPreferred Shares”), which are convertible into shares of Common Stock and (iii) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended warrants (the “Securities ActWarrants”), which are exercisable to purchase shares of Common Stock. This letter shall serve as our authorization and direction to you (provided that you are the transfer agent of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”Company at such time), deliver the Prospectus subject to purchasers of Registrable Securities (including pursuant any stop transfer instructions that we may issue to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisionsyou from time to time, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.if at all:
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cano Petroleum, Inc), Securities Purchase Agreement (Cano Petroleum, Inc)
Plan of Distribution. We are registering the shares of common stock issued to Common Stock issuable upon conversion of the selling stockholders convertible notes and upon exercise of the warrants to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock convertible notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; · sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible notes, warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “"underwriters” " within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling stockholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “"blue sky” " laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the common stockhands of persons other than our affiliates. Name Number Bentley Corporation shares 1 414,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shares and warrant shares 1 20,000 Coach Capital LLC shares 1 1,167,048 Kelburn Corporation shares 1 800,000 Will Kells shares and warrant shares 1 22,000 ▇▇▇▇ ▇▇▇▇▇ shares and warrant shares 1 20,000 ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇ shares and warrant shares 1 92,460 ▇▇▇▇▇ ▇▇▇▇▇▇▇ shares and warrant shares 1 40,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ shares and warrant shares 1 20,000 ▇▇▇▇▇ ▇▇▇▇▇▇ shares and warrant shares 1 20,000 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shares and warrant shares 1 82,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ shares and warrant shares 1 20,000 Cornell Capital Partners, par value $.001 per shareLP shares and debenture conversion shares 2 2,307,692 Cornell Capital Partners, of Torchlight Energy ResourcesLP warrant shares 2 1,500,000 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shares 3 49,231 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ warrant shares 3 25,000 GunnAllen Financial, Inc.Inc. or ▇▇▇▇▇ ▇▇▇▇▇▇ warrant shares 4 1,071,429 ▇▇▇ Del Presto warrant shares 5 400,000 ▇▇▇▇ Business Development LLC warrant shares 6 380,000 ▇▇ ▇▇▇▇ Inc. warrant shares 6 350,000 ▇▇▇▇ ▇▇▇▇▇▇▇ warrant shares 6 20,000 Ehrenkrantz King ▇▇▇▇▇▇▇▇, a Nevada corporation (the “Company”), Inc. warrant shares 7 535,714 Prophetic Limited shares and warrant shares 8 250,000 Prophetic Limited shares and warrant shares to be issued pursuant 9 1,103,572 Total 10,710,146 1. Pursuant to a certain Securities Purchase Agreement registration rights contained in subscription agreements accepted by and among the Company and the Purchasers named thereinon December 30, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus2005.
Appears in 2 contracts
Sources: Registration Rights Agreement (Wentworth Energy, Inc.), Registration Rights Agreement (Wentworth Energy, Inc.)
Plan of Distribution. We are registering the Common Shares previously issued and the shares of common stock issued issuable upon conversion of the Notes, as Interest Shares pursuant to the selling stockholders terms of the Notes and upon exercise of the Warrants to permit the resale of these shares of common stock by the holders of the shares of common stock Notes and Warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , • on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; • in the following methods when selling shares: · over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales; • sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · • broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible notes, or warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates. The undersigned holder of shares of hereby provides the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant following information to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” represents and warrants that such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.information is accurate:
Appears in 2 contracts
Sources: Registration Rights Agreement (Allied Defense Group Inc), Registration Rights Agreement (Allied Defense Group Inc)
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders and the shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock selling stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · broker-dealers may agree with the a selling stockholders securityholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 2 contracts
Sources: Registration Rights Agreement (Iceweb Inc), Registration Rights Agreement (Lightpath Technologies Inc)
Plan of Distribution. We are registering the shares of common stock that have been or may be issued by us from time to time to the selling stockholders Investors under the Purchase Agreement to permit the resale of these shares of common stock after the issuance thereof by the holders of the shares of common stock selling stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may decide not to sell any shares of common stock. Each selling stockholder may sell all or a portion of the shares of common stock beneficially owned by them it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If , who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares of common stock are sold through underwriters or for whom they may act as agent. In effecting sales, broker-dealersdealers that are engaged by any of the selling stockholders may arrange for other broker-dealers to participate. Each of the selling stockholders is an “underwriter” within the meaning of the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of common stock by the selling stockholders may also be deemed to be “underwriters,” and any profits on the sale of the shares of common stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Each of the Investors has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, none of the Investors has entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that may participate in the resale of the shares. Because each of the selling stockholders is, and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act, the selling stockholders will (and any other selling stockholder, broker, dealer or agent may) be responsible for underwriting discounts or commissions or agent’s commissionssubject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market in accordance with the rules of NASDAQ; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · ● broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Liquidmetal Technologies Inc), Registration Rights Agreement (Liquidmetal Technologies Inc)
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders notes and exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · • on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; • in the over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · • broker-dealers may agree with the a selling stockholders securityholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders may also may resell all or a portion sell shares of the shares in open market transactions in reliance upon common stock under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for transfer the shares of common stock by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the notes, warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $ in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto stock will be freely tradable in the Agreement. In order to sell or otherwise dispose hands of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 2 contracts
Sources: Registration Rights Agreement (American Superconductor Corp /De/), Securities Purchase Agreement (American Superconductor Corp /De/)
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may and any of their permitted transferees (as set forth in the investor agreement) may, from time to time, sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • through brokers, dealers or underwriters that may act solely as agents; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · • through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(14(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 51102121 (and any successor); and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.01. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that the registration statement of which this Registration Statement prospectus is a part is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this the registration statement of which this prospectus forms a part to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SECCommission. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933Act, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company our being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) disclosing: • the name of each such selling stockholder and of the participating broker-dealer(s), (ii) • the number of shares involved, (iii) • the price at which such the shares of common stock were sold, (iv) • the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) • that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) • other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights investor agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights an investor agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights investor agreements, or we may be entitled to contribution. The undersigned holder SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Name of Selling Stockholder (please print) This Questionnaire is being furnished to B▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, a Delaware corporation (the “Investor”), in connection with the purchase of shares of the common stock, par value $.001 per share, Common Stock (“Common Stock”) of Torchlight Energy Resources, Inc.Nektar Therapeutics, a Nevada Delaware corporation (the “Company”), issued pursuant to a certain Securities the Share Purchase Agreement dated as of February 13, 2018, by and among between the Company and the Purchasers Investor (the “Purchase Agreement”). This Questionnaire relates to certain information required to be disclosed in the Registration Statement on Form S‑[●] being prepared by the Company for filing with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Investor Agreement entered into by and between the Company and the Investor (the “Investor Agreement”), to which this Questionnaire is an Exhibit. The Company must receive a completed Questionnaire from the Investor in order to include the Investor’s shares of Common Stock in the Registration Statement. The furnishing of accurate and complete responses to the questions posed in this Questionnaire is an extremely important part of the registration process. The inclusion of inaccurate or incomplete disclosures in the Registration Statement can result in potential liabilities, both civil and criminal, to the Company and to the individuals who furnish the information. Accordingly, the Investor is advised to consult its own securities law counsel regarding the consequences of being named thereinor not being named as a selling securityholder in the Registration Statement and related prospectus. PLEASE GIVE A RESPONSE TO EVERY QUESTION, dated indicating “None” or “Not Applicable” where appropriate. Please complete, sign, and return one copy of this Questionnaire by facsimile, email or overnight courier as soon as possible. Sidley Austin LLP 1▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: Unless stated otherwise, answers should be given as of the date you complete this Questionnaire. However, it is your responsibility to inform us of any changes that may occur to your situation. If there is any situation about which you have any doubt, or if you are uncertain as to the meaning of any terms used in this Questionnaire, please contact _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus_ at: ________________.
Appears in 1 contract
Plan of Distribution. We are registering the convertible notes, warrants and shares of common stock issued to issuable upon conversion of the selling stockholders convertible notes and warrants to permit the resale of these convertible notes and warrants and the resale of these shares of common stock by the holders of the shares of common stock convertible notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders securityholders of the convertible notes, warrants and shares of common stock. We will bear all fees and expenses incident to our obligation to register the convertible notes, warrants and shares of common stock. The selling stockholders securityholders may sell all or a portion of the convertible notes, warrants and shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the convertible notes, warrants and shares of common stock are sold through underwriters or broker-dealers, the selling stockholders securityholders will be responsible for underwriting discounts or commissions or agent’s commissions. The convertible notes, warrants and shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders securityholders effect such transactions by selling convertible notes, warrants and shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders securityholders or commissions from purchasers of the convertible notes, warrants and shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the convertible notes, warrants and shares of common stock or otherwise, the selling stockholders securityholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the convertible notes, warrants and shares of common stock in the course of hedging in positions they assume. The selling stockholders securityholders may also sell convertible notes, warrants and shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commissiondeliver convertible notes, the selling stockholders may deliver warrants and shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders securityholders may also loan or pledge convertible notes, warrants and shares of common stock to broker-dealers that in turn may sell such convertible notes, warrants and shares, to the extent permitted by applicable law. The selling stockholders securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants convertible notes, warrants, or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the convertible notes, warrants and shares of common stock from time to time pursuant to this prospectus or any supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders securityholders to include the pledgee, transferee or other successors in interest as selling stockholders securityholders under this prospectus. The selling stockholders securityholders also may transfer and donate the convertible notes, warrants and shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders securityholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act convertible notes, warrants and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale shares of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealeris made, a supplement to this prospectus will be filedsupplement, if required, pursuant will be distributed to Rule 424(b) under set forth the Securities Act, disclosing (i) the name of each such selling stockholder and aggregate principal amount of the participating broker-dealer(s)convertible notes, (ii) the number aggregate amount of shares involved, (iii) the price at which such the warrants and aggregate amount of shares of common stock were soldbeing offered and the terms of the offering, (iv) including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling securityholders and any discounts, commissions or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the convertible notes, warrants and shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the convertible notes, warrants and shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder securityholder will sell any or all of the convertible notes, warrants and shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder securityholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the convertible notes, warrants and shares of common stock by the selling stockholder securityholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the convertible notes, warrants and shares of common stock to engage in market-making activities with respect to the convertible notes, warrants and shares of common stock. All of the foregoing may affect the marketability of the convertible notes, warrants and shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the convertible notes, warrants and shares of common stock. We will pay all expenses of the registration of the convertible notes, warrants and shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and sand Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder securityholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders securityholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders securityholders will be entitled to contribution. We may be indemnified by the selling stockholders securityholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders securityholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the convertible notes, warrants and shares of common stock will be freely tradable in the common stock, par value $.001 per share, hands of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of persons other than our affiliates. _______________________ _______________________ _______________________ Attention: [Transfer Agent] Re: China Automotive Systems, 2014 Inc. Ladies and Gentlemen: [We are][I am] counsel to China Automotive Systems, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement” ”) entered into by and such sharesamong the Company and the buyers named therein (collectively, the “Registrable SecuritiesHolders”) pursuant to which the Company issued to the Holders senior convertible notes (the “Notes”) and warrants (the “Warrants”) which are convertible into/exercisable for the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the Securities Purchase Agreement, understands that the Company intends to file also has entered into a Registration Rights Agreement with the Securities and Exchange Commission a registration statement on Form S-1 Holders (the “Registration StatementRights Agreement”) for pursuant to which the registration Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Notes and the resale Warrants, under Rule 415 of the Securities Act of 1933, as amended (the “Securities 1933 Act”), of the Registrable Securities in accordance . In connection with the terms of Company’s obligations under the Agreement and a related Registration Rights Agreement Agreement, on __________, 2008, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the “Registration Rights AgreementStatement”). All capitalized terms not otherwise defined herein shall have ) with the meanings ascribed thereto in Securities and Exchange Commission (the Agreement“SEC”) relating to the Registrable Securities which names each of the Holders as a selling securityholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order to sell declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or otherwise dispose of that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the convertible notes, a holder warrants and shares of Registrable Securities generally will be required to be named as a selling stockholder in Common Stock are freely transferable by the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including Holders pursuant to Rule 172 under the Securities Act) Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of convertible notes, warrants and be bound shares of Common Stock to the Holders as contemplated by the provisions of the Agreement (including certain indemnification provisionsCompany’s Irrevocable Transfer Agent Instructions dated February 15, as described below)2008. Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not completeVery truly yours, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.[ISSUER’S COUNSEL] By:
Appears in 1 contract
Sources: Registration Rights Agreement (China Automotive Systems Inc)
Plan of Distribution. We are registering may sell the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock securities covered by the holders of the shares of common stock this prospectus from time to time after time, in one or more transactions, by a variety of methods, including the date following: • to or through underwriters or dealers; • directly to a limited number of this prospectuspurchasers or to a single purchaser; • in “at the market offerings,” within the meaning of Rule 415(a)(4) under the Securities Act, into an existing trading market, on an exchange or otherwise; • through agents; or • through a combination of any of these methods of sale. We will may enter into derivative transactions with third parties, or sell securities not receive covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of the proceeds stock and may use securities received from the sale by the selling stockholders us in settlement of the shares those derivatives to close out any related open borrowings of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a portion post-effective amendment to the registration statement of which this prospectus forms a part). The applicable prospectus supplement will set forth the terms of the shares offering of common stock beneficially owned the securities covered by them and offered hereby from time to time directly this prospectus, including: • the name or through one or more names of any underwriters, broker-dealers or agents. If agents and the shares amounts of common stock are sold through underwriters securities underwritten or broker-dealerspurchased by each of them; • the initial public offering price of the securities and the proceeds to us and any discounts, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on concessions allowed or reallowed or paid to dealers; and • any national securities exchange or quotation service exchanges on which the securities may be listed listed. Any initial public offering price and any discounts or quoted at concessions allowed or reallowed or paid to dealers may be changed from time to time. Underwriters or the third parties described above may offer and sell the offered securities from time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and to time in one or more transactions at fixed pricestransactions, including negotiated transactions, at prevailing market prices at the time of the sale, a fixed public offering price or at varying prices determined at the time of sale. If we use underwriters in the sale of any securities, or at negotiated prices. These sales the securities will be acquired by the underwriters for their own account and may be effected resold from time to time in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more transactions described above. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to customary conditions. The underwriters will be obligated to purchase all of the following methods when selling shares: · ordinary brokerage transactions and transactions in which offered securities if they purchase any of the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to offered securities. We may sell the shares as securities through agents from time to time. The applicable prospectus supplement will name any agent but may position and resell a portion involved in the offer or sale of the block as principal securities and any commissions we pay to facilitate them. Generally, any agent will be acting on a best efforts basis for the transaction; · purchases period of its appointment. We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a broker-dealer as principal specified date in the future. The contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and resale by the broker-dealer applicable prospectus supplement will set forth any commissions we pay for its account; · an exchange distribution solicitation of these contracts. Certain persons participating in this offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, in connection with underwritten offerings of the offered securities and in accordance with applicable law and industry practice, the rules underwriters may over-allot and may bid for, and purchase, the securities in the open market. Agents, underwriters and other third parties described above that participate in the distribution of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after offered securities may be underwriters as defined in the effective date Securities Act, and any discounts or commissions they receive from us and any profit on their resale of the registration statement of which this prospectus is a part; · broker-dealers securities may agree be treated as underwriting discounts and commissions under the Securities Act. We may have agreements with the selling stockholders agents, underwriters and those other third parties to sell a indemnify them against specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactionscivil liabilities, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 including liabilities under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that to contribute to payments they meet the criteria and conform may be required to the requirements make in respect of those provisionsliabilities. Broker-dealers engaged by the selling stockholders Agents, underwriters and those other third parties may arrange engage in transactions with or perform services for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions us in the form ordinary course of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principaltheir businesses. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance To comply with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwiseapplicable state securities laws, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered securities offered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amendingwill be sold, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock securities may not be sold unless such shares have been registered in some states absent registration or qualified for sale in such state or pursuant to an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 1 contract
Sources: Open Market Sale Agreement
Plan of Distribution. We are registering Except as set forth below, the shares of common stock issued undersigned (including its donees or pledgees) intends to distribute the Common Stock listed above in Item 3 pursuant to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectusShelf Registration Statement only as follows (if at all). We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders Such Common Stock may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby be sold from time to time directly or by the undersigned or, alternatively, through one or more underwriters, broker-dealers or agents. If the shares of common stock are Common Stock is sold through underwriters or underwriters, broker-dealersdealers or agents, the selling stockholders Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s agents’ commissions. The shares of common stock Such Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These Such sales may be effected in transactions, transactions (which may involve crosses or block transactions. The selling stockholders may use ) (i) on any one national securities exchange or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in quotation service on which the brokerCommon Stock may be listed or quoted at the time of sale, (ii) in the over-dealer solicits purchasers; · block trades the-counter market, (iii) in which transactions otherwise than on such exchanges or services or in the brokerover-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a brokerthe-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · counter market or (iv) through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110options. In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may undersigned may, in compliance with the Securities Act, enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders undersigned may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus Common Stock to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also positions, or loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawsecurities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or State any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of exceptions here: _______________, 2014 (________________________________________________________________________________ _______________________________________________________________________________________________ _______________________________________________________________________________________________ Note: In no event will such method(s) of distribution take the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 form of an underwritten offering of the Securities Act Common Stock without the prior agreement of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable SecuritiesPadres. Certain legal consequences arise from being named as a selling stockholder securityholder in the Shelf Registration Statement and the Prospectusrelated prospectus. Holders Accordingly, beneficial owners of Registrable Securities Common Stock are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder securityholder in the Shelf Registration Statement and the Prospectusrelated prospectus. The undersigned acknowledges its obligation to comply with the provisions of the Securities Exchange Act of 1934 and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Common Stock pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. Upon any sale of Common Stock pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Transfer Agent (with a copy to Padres) the Notice of Transfer (completed and signed) in the form attached to this Questionnaire as Exhibit A and hereby undertakes to do so. In the event that the undersigned transfers all or any portion of the Padres Common Stock to be received in the Amalgamation after the date on which the information in this Questionnaire is provided to Padres, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations hereunder. The undersigned agrees to promptly notify Padres of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof. The undersigned understands that the information in this Questionnaire will be relied upon by Padres in connection with the preparation or amendment of the Shelf Registration Statement or related prospectus. By signing below, the undersigned represents that the information provided herein is accurate and complete. Once this Questionnaire is executed by the undersigned beneficial holder and received by Padres, the terms of this Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of Padres and the undersigned beneficial holder. This Agreement shall be governed in all respects by the internal laws of the State of Delaware.
Appears in 1 contract
Sources: Agreement and Plan of Amalgamation (Palmsource Inc)
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders convertible preferred shares and the shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the convertible preferred shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; · sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible preferred shares or warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “"underwriters” " within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “"blue sky” " laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the common stock, par value $.001 per share, hands of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named thereinpersons other than our affiliates. VOTING AGREEMENT, dated as of _____________December __, 2014 2013 (this "Agreement"), by and among eOn Communications Corporation, a Delaware corporation (the “Agreement” and such shares, the “Registrable Securities”"Company"), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 [INSERT] (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”"Stockholder"), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 1 contract
Sources: Securities Purchase Agreement (Eon Communications Corp)
Plan of Distribution. We are registering may sell the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock securities from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through underwriters or dealers, through agents, or directly to one or more underwriterspurchasers. A distribution of the securities offered by this prospectus may also be effected through the issuance of derivative securities, broker-dealers or agentsincluding without limitation, warrants, rights to purchase and subscriptions. If the shares of common stock are sold through underwriters or broker-dealersIn addition, the selling stockholders will be responsible for underwriting discounts manner in which we may sell some or commissions or agent’s commissions. The shares all of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of salecovered by this prospectus includes, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed priceswithout limitation, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or through: ● a block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions trade in which the broker-dealer solicits purchasers; · block trades in which the a broker-dealer will attempt to sell the shares as agent agent, but may position and or resell a portion of the block block, as principal principal, in order to facilitate the transaction; · ● purchases by a broker-dealer dealer, as principal principal, and resale by the broker-dealer for its account; · an exchange distribution or ● ordinary brokerage transactions and transactions in accordance which a broker solicits purchasers. A prospectus supplement or supplements with respect to each series of securities will describe the rules terms of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactionsoffering, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such sharesincluding, to the extent permitted applicable: ● the terms of the offering; ● the name or names of the underwriters or agents and the amounts of securities underwritten or purchased by applicable laweach of them, if any; ● the public offering price or purchase price of the securities or other consideration therefor, and the proceeds to be received by us from the sale; ● any delayed delivery requirements; ● any over-allotment options under which underwriters may purchase additional securities from us; ● any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation ● any discounts or concessions allowed or re-allowed or paid to dealers; and ● any securities exchange or market on which the securities may be listed. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions offer and sale of the securities described in this prospectus by us, the underwriters or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution third parties described above may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock be effected from time to time pursuant to this prospectus in one or any amendment to this prospectus under more transactions, including privately negotiated transactions, either: ● at a fixed price or prices, which may be changed; ● in an “at the market” offering within the meaning of Rule 424(b)(3415(a)(4) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act; ● at prices related to such prevailing market prices; or ● at negotiated prices. Selling Stockholders who are “underwriters” within Only underwriters named in the meaning of Section 2(11) prospectus supplement will be underwriters of the Securities Act will be subject to securities offered by the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectussupplement.
Appears in 1 contract
Sources: Sales Agreement
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders notes and exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ·oo on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ·oo in the over-the-counter market; ·oo in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ·oo through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ·oo ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ·oo block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ·oo purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ·oo an exchange distribution in accordance with the rules of the applicable exchange; · ·oo privately negotiated transactions; · settlement of ·oo short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ·oo broker-dealers may agree with the a selling stockholders securityholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · ·oo a combination of any such methods of sale; and · ·oo any other method permitted pursuant to applicable law. The selling stockholders may also may resell all or a portion sell shares of the shares in open market transactions in reliance upon common stock under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for transfer the shares of common stock by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the notes, warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates. The undersigned holder beneficial owner of shares common stock (the “Registrable Securities”) of the common stock, par value $.001 per share, of Torchlight Energy ResourcesAds In Motion, Inc., a Nevada Delaware corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the “ Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-1 (the ““ Registration StatementStatement ”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the ““ Securities ActAct ”), of the Registrable Securities Securities, in accordance with the terms of the Agreement and a related Registration Rights Agreement (the ““ Registration Rights AgreementAgreement ”)) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectusrelated prospectus. Holders Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the Prospectusrelated prospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (Ads in Motion, Inc.)
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock The securities covered by the holders of the shares of common stock this prospectus may be sold from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriterstime, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at market prices prevailing at the time of sale, at prices related to market prices, at a fixed price or prices subject to change or at negotiated prices, by a variety of methods including the following: • in the over-the-counter market market; • in privately negotiated transactions; • through broker-dealers, who may act as agents or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in principals; • through one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, underwriters on a firm commitment or at negotiated prices. These sales may be effected best-efforts basis; • in transactions, which may involve crosses or a block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions trade in which the broker-dealer solicits purchasers; · block trades in which the a broker-dealer will attempt to sell the shares a block of securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by • directly to one or more purchasers; • through agents; • in “at the market offerings” to or through a broker-dealer as principal and resale by the broker-dealer for its account; · market maker or into an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is existing trading market, or a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options securities exchange or otherwise; · a or • in any combination of any such methods of sale; and · any other method permitted pursuant to applicable lawthe above. The selling stockholders also may resell all In effecting sales, brokers or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-brokers or dealers to participate in salesparticipate. If the selling stockholders effect such Broker-dealer transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers include: • purchases of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in securities by a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution as principal and resales of shares offered the securities by this prospectus, which shares such the broker-dealer or other financial institution may resell for its account pursuant to this prospectus (as supplemented prospectus; • ordinary brokerage transactions; or amended • transactions in which the broker-dealer solicits purchasers on a best efforts basis. We may change the price of the securities offered from time to reflect such transaction)time. Notwithstanding Offers to purchase securities may be solicited directly by us and the foregoingsale thereof may be made by us directly to institutional investors or others. In this case, no underwriters or agents would be involved. We may use electronic media, including the selling stockholders have been advised that they Internet, to sell offered securities directly. We, or agents designated by us, may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders maydirectly solicit, from time to time, pledge or grant a security interest in some or all of offers to purchase the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectussecurities. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Any such agent may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act an underwriter as that term is defined in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within We will name any agents involved in the meaning of Section 2(11) offer or sale of the Securities Act securities and describe any commissions payable by us to these agents in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, these agents will be subject to acting on a best efforts basis for the prospectus delivery requirements period of the Securities Act and their appointment. The agents may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 entitled under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been agreements which may be entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase us to indemnification by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders us against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against specific civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder agents may also be our customers or may engage in transactions with or perform services for us in the ordinary course of shares business. If we utilize any underwriters in the sale of the common stocksecurities in respect of which this prospectus is delivered, par value $.001 per share, we will enter into an underwriting agreement with those underwriters at the time of Torchlight Energy Resources, Inc., a Nevada corporation (sale to them. We will set forth the “Company”), issued pursuant to a certain Securities Purchase Agreement by names of these underwriters and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto transaction in the Agreement. In order prospectus supplement, which will be used by the underwriters to sell or otherwise dispose make resales of any Registrable Securities pursuant the securities in respect of which this prospectus is delivered to the Registration Statementpublic. We may indemnify the underwriters under the relevant underwriting agreement against specific liabilities, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 liabilities under the Securities Act) . The underwriters or their affiliates may be customers of, may engage in transactions with and may perform services for us or our affiliates in the ordinary course of business. If we utilize a dealer in the sale of the securities in respect of which this prospectus is delivered, we will sell those securities to the dealer, as principal. The dealer may then resell those securities to the public at varying prices to be bound determined by the provisions dealer at the time of resale. We may indemnify the dealers against specific liabilities, including liabilities under the Securities Act. The dealers or their affiliates may also be our customers or may engage in transactions with, or perform services for us in the ordinary course of business. We may offer the common stock covered by this prospectus into an existing trading market on the terms described in the prospectus supplement relating thereto. Underwriters, dealers and agents who participate in any at-the-market offerings will be described in the prospectus supplement relating thereto. A prospectus and accompanying prospectus supplement in electronic form may be made available on the web sites maintained by the underwriters. The underwriters may agree to allocate a number of securities for sale to their online brokerage account holders. Such allocations of securities for internet distributions will be made on the same basis as other allocations. In addition, securities may be sold by the underwriters to securities dealers who resell securities to online brokerage account holders. In compliance with guidelines of the Agreement (including certain indemnification provisionsFinancial Industry Regulatory Authority, as described below). Holders must also complete and deliver this Notice and Questionnaire in order or FINRA, the maximum consideration or discount to be named as selling stockholders received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement. To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. The place and time of delivery for the securities in respect of which this prospectus is delivered will be set forth in the Prospectusaccompanying prospectus supplement. Holders In connection with offerings of Registrable Securities who do not completesecurities under the registration statement of which this prospectus forms a part and in compliance with applicable law, execute and return this Notice and Questionnaire within ten (10) Trading Days following underwriters, brokers or dealers may engage in transactions that stabilize or maintain the date market price of the Agreement (1) will not be named as selling stockholders securities at levels above those that might otherwise prevail in the Registration Statement open market. Specifically, underwriters, brokers or the Prospectus and (2) dealers may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as over-allot in connection with offerings, creating a selling stockholder short position in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult securities for their own accounts. For the purpose of covering a syndicate short position or stabilizing the price of the securities, the underwriters, brokers or dealers may place bids for the securities law counsel regarding or effect purchases of the consequences of being named or not named as a selling stockholder securities in the Registration Statement and open market. Finally, the Prospectusunderwriters may impose a penalty whereby selling concessions allowed to syndicate members or other brokers or dealers for distribution of the securities in offerings may be reclaimed by the syndicate if the syndicate repurchases previously distributed securities in transactions to cover short positions, in stabilization transactions or otherwise. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced, may be discontinued at any time.
Appears in 1 contract
Sources: Equity Distribution Agreement
Plan of Distribution. We are registering the shares of common stock issued to Common Stock issuable upon conversion of the selling stockholders convertible preferred shares and upon exercise of the warrants to permit the resale of these shares of common stock Common Stock by the holders of the convertible preferred shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders shareholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; · sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders shareholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible preferred shares or warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the common stockhands of persons other than our affiliates. Stalt Inc. 6▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, par value $.001 per share▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: W▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. (i▇▇▇@▇▇▇▇▇.▇▇▇) Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of Torchlight Energy ResourcesMay 24, 2011 (the “Agreement”), by and among Stratus Media Group, Inc., a Nevada corporation (the “Company”), issued and the investors named on the Schedule of Investors attached thereto (collectively, the “Holders”), pursuant to a certain Securities Purchase Agreement by and among which the Company and is issuing to the Purchasers named therein(i) Holders shares of its Series E Convertible Preferred Stock, dated as par value $0.001 per share, the terms of _______________, 2014 which are set forth in the certificate of designations for such series of preferred shares (the “Agreement” and such sharesCertificate of Designations”) (together with any convertible preferred shares issued in replacement thereof in accordance with the terms thereof, the “Registrable SecuritiesPreferred Shares”), understands that which Preferred Shares shall be convertible into the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 Company’s common stock, $0.001 par value per share (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities ActCommon Stock”), of the Registrable Securities in accordance with the terms of the Agreement Certificate of Designations, and a related Registration Rights Agreement Warrants (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “ProspectusWarrants”), deliver which are exercisable for shares of Common Stock, and (ii) Placement Agent warrants (the Prospectus to purchasers “Placement Agent Warrants”), which are exercisable for shares of Registrable Securities (including pursuant to Rule 172 under Common Stock. In connection with the Securities Act) and be bound consummation of the transactions contemplated by the provisions of the Agreement (including certain indemnification provisionsAgreement, this letter shall serve as described below). Holders must also complete our irrevocable authorization and deliver this Notice and Questionnaire in order direction to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.you:
Appears in 1 contract
Sources: Securities Purchase Agreement (Stratus Media Group, Inc)
Plan of Distribution. We are registering the common shares issuable upon exercise of common stock issued to the selling stockholders 2008 warrants to permit the resale of these common shares of common stock by the holders of the shares of common stock 2008 warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockshares. We will bear all fees and expenses incident to our obligation to register the shares of common stockshares. The selling stockholders shareholders may sell all or a portion of the common shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the common shares of common stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The common shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is SEC, subject to any applicable limitations on short sales contained in any agreement between a partselling shareholder and the Company; · sales pursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders shareholders effect such transactions by selling common shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the common shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the common shares of common stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the common shares of common stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell common shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver common shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge common shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the 2008 warrants or common shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the common shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the common shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it common shares is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of common shares being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the common shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the common shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the common shares of common stock by the selling stockholder shareholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the common shares of common stock to engage in market-making activities with respect to the shares of common stockshares. All of the foregoing may affect the marketability of the common shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockshares. We will pay all expenses of the registration of the common shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the common shares will be freely tradable in the hands of persons other than our affiliates. This Questionnaire is to be completed, signed and faxed to ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire at (▇▇▇) ▇▇▇-▇▇▇▇ by no later than fifteen (15) calendar days after the Trigger Date, by the person or entity indicated on the cover of this Questionnaire (the “Selling Shareholder”) whose common shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued Company are being registered pursuant to a certain Securities Purchase Agreement Registration Statement on Form S-3. Retain a duplicate copy for your files. If you do not return the Questionnaire by and among the Company and foregoing deadline, your shares may not be included in the Purchasers named thereinRegistration Statement. If you are uncertain about any of the following questions as they apply to your situation, dated please supply all relevant facts. Include separate sheets with details if necessary. If you have any questions, please call Workstream’s counsel, ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire, at (▇▇▇) ▇▇▇-▇▇▇▇. Please notify me immediately if any of the information disclosed in your answers changes. Please answer all questions. Indicate “none” or “not applicable” when appropriate. Information should be given as of the date of this Questionnaire, even if previously reported to the Company. IN ANSWERING THESE QUESTIONS, PLEASE REFER TO THE INSTRUCTIONS AT THE BEGINNING OF THIS QUESTIONNAIRE. Name of Selling Shareholder: _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.__________________
Appears in 1 contract
Plan of Distribution. We are registering Except as set forth below, the shares undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (2) only as follows (if at all): Following the issuance of common stock issued the Series 6 Preferred Stock to the selling stockholders to permit Selling Securityholder, the resale of these shares of common stock by the holders of the shares of common stock Selling Securityholder may offer, sell, transfer or otherwise dispose of, Registrable Securities from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities stock exchange or quotation service on which the securities may be listed or quoted at the time of saleRegistrable Securities are listed, in the over-the-counter market market, in privately negotiated transactions or in transactions otherwise. The Selling Securityholder may offer, sell, transfer, or otherwise than on dispose of these exchanges or systems or in the over-the-counter market and in one or more transactions shares at fixed pricesprices that may be changed, at prevailing market prices at the time of the sale, at varying prices determined prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactionsprices otherwise negotiated. The selling stockholders Selling Securityholder will act independently of the Company in making decisions with respect to the timing, manner and size of each sale, and the Company cannot assure you that any Selling Securityholder will sell all or any portion of the shares offered by such Selling Securityholder. The Company will not receive any proceeds from the sales by the Selling Securityholder of Registrable Securities. The Selling Securityholder may use any offer and sell Registrable Securities by one or more of the following methods when selling sharesat various times: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-a broker or dealer will be engaged to attempt to sell the shares as agent agent, but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-broker or dealer as principal and resale by the broker-broker or dealer for its accountown account pursuant to the Prospectus Supplement; · • ordinary brokerage transactions and transactions in which the broker solicits purchases; • “at the market” transactions to or through market makers or into an exchange distribution in accordance with the rules of the applicable exchangeexisting market for our common stock; · • privately negotiated transactions; · settlement of • short sales entered into after the effective date sales; • options, swaps or other derivative transactions that may or may not be listed on an exchange; • distributions to their respective partners, members, managers, directors, employees, consultants or affiliates; or • any combination of the registration statement above methods or by any other legally available means The Selling Securityholder may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of which this prospectus is a part; · brokerthe shares. These brokers or dealers may act as principals, or as agents of the Selling Securityholder. Broker-dealers may agree with the selling stockholders Selling Securityholder to sell a specified number of such shares Registrable Securities at a stipulated price per share; · through . If a broker-dealer is unable to sell Registrable Securities acting as agent for the writing or settlement of options or other hedging transactionsSelling Securityholder, whether such options are listed on an options exchange or otherwise; · a combination of it may purchase as principal any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of unsold Registrable Securities at the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisionsstipulated price. Broker-dealers engaged by who acquire Registrable Securities as principals may thereafter resell the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Registrable Securities from time to time pursuant in transactions on any stock exchange on which the Registrable Securities are then listed, at prices and on terms then prevailing at the time of sale, at prices related to this prospectus the then-current market price or any amendment in negotiated transactions. Broker-dealers may use block transactions and sales to this prospectus under Rule 424(b)(3) or other applicable provision and through brokerdealers, including transactions of the Securities Act of 1933nature described above. Any underwriters, as amendeddealers, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer brokers or agents participating in the distribution of Registrable Securities may receive compensation in the form of discounts, concessions, commissions or fees from the Selling Securityholder and/or purchasers of the Selling Securityholder’s shares, for which they may act, which compensation as to a particular broker-dealer might be in excess of customary commissions. Any brokers, dealers or agents that participate in the distribution of shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any discounts, concessions, commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent fees received by them and any profit on the resale of the shares purchased sold by them may be deemed to be underwriting commissions or discounts under the Securities Actand commissions. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) The Company will make copies of the Securities Act will be subject Prospectus Supplement available to the Selling Securityholders for purposes of satisfying the prospectus delivery requirements of the Securities Act and Act, if applicable. The Selling Securityholder may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered enter into hedging transactions with broker-dealer dealers and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for dealers may engage in short sales of common shares in the course of hedging the positions they assume with the Selling Securityholder, including, without limitation, in connection with distributions of shares by those broker-dealers. The Selling Securityholder may enter into option or other transactions with broker-dealers that involve the delivery of shares to the broker-dealers, who may then resell or otherwise transfer those securities. The Selling Securityholder and other persons participating in the sale or distribution of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Registrable Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations thereunder, including, without limitation, including Regulation M; and the Company has advised the Selling Securityholder that Regulation M of the Exchange Act, which may apply. This regulation may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder Selling Securityholder and any other participating person. The anti-manipulation rules under the Exchange Act may apply to sales of shares in the market and to the activities of the Selling Securityholders and its respective affiliates. Furthermore, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the particular shares being distributed for a period of common stockup to five business days before the distribution. All of the foregoing These restrictions may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the securities. The Selling Securityholder may also sell shares of common stock. We will pay all expenses of in accordance with Rule 144 under the registration of the shares of common stock Securities Act rather than pursuant to the registration rights agreementProspectus Supplement, including, without limitation, Securities and Exchange Commission filing fees and expenses regardless of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify whether the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified shares are covered by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the ProspectusSupplement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cell Therapeutics Inc)
Plan of Distribution. We are registering the ordinary shares issuable upon conversion of common stock issued to the selling stockholders notes and exercise of the warrants to permit the resale of these ordinary shares of common stock by the holders of the shares of common stock notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares ordinary shares, although we will receive the exercise price of common stockany Warrants exercised by the selling stockholders. We will bear all fees and expenses incident to our obligation to register the shares of common stockordinary shares. The selling stockholders may sell all or a portion of the ordinary shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers broker- dealers, or agents. If the ordinary shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The ordinary shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ● broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · ● a combination of any such methods of sale; and · ● any other method permitted pursuant to applicable law. The selling stockholders may also may resell all or a portion of the sell ordinary shares in open market transactions in reliance upon under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for transfer the ordinary shares by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders effect such transactions by selling ordinary shares of common stock to or through underwriters, broker-dealers dealers, or agents, such underwriters, broker-dealers dealers, or agents may receive commissions in the form of discounts, concessions concessions, or commissions from the selling stockholders or commissions from purchasers of the ordinary shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions, or commissions will be in amounts as to be negotiatedparticular underwriters, butbroker-dealers, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the ordinary shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the ordinary shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell ordinary shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver ordinary shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge ordinary shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the notes, warrants or ordinary shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee transferee, or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the ordinary shares of common stock in other circumstances in which case the transferees, donees, pledgees pledgees, or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer or agents participating in the distribution of the ordinary shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it ordinary shares is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed, which will set forth the Securities Actaggregate amount of ordinary shares being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions, and other terms constituting compensation from the number of shares involvedselling stockholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the ordinary shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the ordinary shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption are exempt from registration or qualification is available and is complied withqualification. There can be no assurance that any selling stockholder will sell any or all of the ordinary shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the ordinary shares of common stock by the selling stockholder stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the ordinary shares of common stock to engage in market-making activities with respect to the shares of common stockordinary shares. All of the foregoing may affect the marketability of the ordinary shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockordinary shares. We will pay all expenses of the registration of the ordinary shares of common stock pursuant to the registration rights agreement, estimated to be $[●] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. The undersigned holder of shares of Once sold under the common stock, par value $.001 per shareregistration statement, of Torchlight Energy Resources, Inc., which this prospectus forms a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such sharespart, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto ordinary shares will be freely tradable in the Agreement. In order to sell or otherwise dispose hands of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 1 contract
Plan of Distribution. We are registering the may sell or distribute our ordinary shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after in one or more public or private transactions: • through underwriters; • through agents; • to dealers; • directly to one or more purchasers; • in at the date market offerings, within the meaning of this prospectus. We will not receive Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market on an exchange or otherwise; • in block trades; • through a combination of any of the proceeds from the above; and • any other method permitted pursuant to applicable law. Any sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock distribution may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted effected by us: • at market prices prevailing at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, ; • at varying prices determined at the time of sale, ; or • at negotiated or fixed prices. These At any time a particular offer of the ordinary shares is made, a prospectus supplement, if required, will be distributed and set forth the terms of each specific offering, including the name or names of any underwriters or agents, the purchase price of the ordinary shares and the proceeds to us from such sales or distribution, any delayed delivery arrangements, any underwriting discounts and other items constituting underwriters compensation, any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be effected changed from time to time. In compliance with certain guidelines of FINRA, with respect to shelf registration statements, the maximum commission or discount to be received by any FINRA member or independent broker-dealer may not exceed 8% of the aggregate amount of securities offered pursuant to this prospectus and any applicable prospectus supplement. In addition, we may distribute the ordinary shares as a dividend or in transactionsa rights offering to our existing security holders. In some cases, which we or dealers acting for us or on behalf of us may involve crosses or block transactions. The selling stockholders may use any also repurchase the ordinary shares and reoffer them to the public by one or more of the following methods when selling shares: · described above. If underwriters are used in a sale or distribution, the ordinary brokerage shares will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The ordinary shares may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The underwriter or underwriters with respect to a particular underwritten offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover of such prospectus supplement. Unless otherwise set forth in the prospectus supplement, the underwriters will be obligated to purchase all the ordinary shares if any are purchased. During and after an offering through underwriters, the underwriters may purchase and sell or distribute the ordinary shares in the open market. These transactions may include overallotment and stabilizing transactions and transactions purchases to cover syndicate short positions created in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance connection with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable lawoffering. The selling stockholders underwriters also may resell all impose a penalty bid, under which selling concessions allowed to syndicate members or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate for the ordinary shares they sell or distribute for their account may be reclaimed by the syndicate if the syndicate repurchases the ordinary shares in salesstabilizing or covering transactions. If These activities may stabilize, maintain or otherwise affect the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers market price of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsordinary shares, which may in turn engage in short sales of be higher than the shares of common stock price that might otherwise prevail in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commissionopen market, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligationscommenced, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, discontinued at any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectustime.
Appears in 1 contract
Sources: Open Market Sale Agreement
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders and issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock selling stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · o on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; o in the over-the-counter market; o in transactions otherwise than on these exchanges or systems or in the over-the-counter market; o through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; o ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · o block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · o purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · o an exchange distribution in accordance with the rules of the applicable exchange; · o privately negotiated transactions; · settlement of o short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · o broker-dealers may agree with the a selling stockholders securityholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock previously issued to and the selling stockholders shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · agreements between broker-dealers may agree with and the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Sources: Registration Rights Agreement (Intercloud Systems, Inc.)
Plan of Distribution. We are registering the shares of common stock Common Stock issued to the selling stockholders holders and issuable upon exercise of the warrants and the conversion of Series D Preferred Stock to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock the Series D Preferred Stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned Common Stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ● broker-dealers may agree with the a selling stockholders securityholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Sources: Registration Rights Agreement (Meridian Waste Solutions, Inc.)
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may and any of their permitted transferees (as set forth in the investor agreement) may, from time to time, sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • through brokers, dealers or underwriters that may act solely as agents; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · • through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(14(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 51102121 (and any successor); and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.01. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that the registration statement of which this Registration Statement prospectus is a part is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this the registration statement of which this prospectus forms a part to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SECCommission. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933Act, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company our being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) disclosing: • the name of each such selling stockholder and of the participating broker-dealer(s), (ii) • the number of shares involved, (iii) • the price at which such the shares of common stock were sold, (iv) • the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) • that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) • other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights investor agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights an investor agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights investor agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 1 contract
Plan of Distribution. We are registering the common shares issuable upon conversion of common stock issued to the selling stockholders special warrants and exercise of the warrants to permit the resale of these common shares of common stock by the holders of the shares of common stock special warrants and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockshares. We will bear all fees and expenses incident to our obligation to register the shares of common stockshares. The selling stockholders shareholders may sell all or a portion of the common shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the common shares of common stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The common shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is SEC, subject to any applicable limitations on short sales contained in any agreement between a partselling shareholder and the Company; · sales pursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders shareholders effect such transactions by selling common shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the common shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the common shares of common stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the common shares of common stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell common shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver common shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge common shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the special warrants, warrants or common shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the common shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the common shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it common shares is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of common shares being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the common shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the common shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the common shares of common stock by the selling stockholder shareholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the common shares of common stock to engage in market-making activities with respect to the shares of common stockshares. All of the foregoing may affect the marketability of the common shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockshares. We will pay all expenses of the registration of the common shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the shelf registration statement, of which this prospectus forms a part, the common shares will be freely tradable in the hands of persons other than our affiliates. This Questionnaire is to be completed, signed and faxed to ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire at (▇▇▇) ▇▇▇-▇▇▇▇ by no later than five (5) Business Days after receipt, by the person or entity indicated on the cover of this Questionnaire (the “Selling Shareholder”) whose common shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued Company are being registered pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement Registration Statement on Form S-1 (S-3. Retain a duplicate copy for your files. If you do not return the “Registration Statement”) for Questionnaire by the registration and the resale under Rule 415 of the Securities Act of 1933foregoing deadline, as amended (the “Securities Act”), of the Registrable Securities your shares may not be included in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions . If you are uncertain about any of the Agreement following questions as they apply to your situation, please supply all relevant facts. Include separate sheets with details if necessary. If you have any questions, please call Workstream’s counsel, ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire, at (including certain indemnification provisions, ▇▇▇) ▇▇▇-▇▇▇▇. Please notify me immediately if any of the information disclosed in your answers changes. Please answer all questions. Indicate “none” or “not applicable” when appropriate. Information should be given as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of this Questionnaire, even if previously reported to the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the ProspectusCompany.
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders notes and exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders shareholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · broker-dealers may agree with the a selling stockholders securityholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders shareholders may also may resell all or a portion sell shares of the shares in open market transactions in reliance upon common stock under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders shareholders may arrange for transfer the shares of common stock by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders shareholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the notes, warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.complied
Appears in 1 contract
Sources: Registration Rights Agreement (Digital Domain Media Group, Inc.)
Plan of Distribution. We are registering the (i) shares of common stock that may be issued by us from time to time to SCBV under the Purchase Agreement to permit the resale of these shares of common stock after the issuance thereof by the selling stockholders stockholder from time to time after the date of this prospectus and (ii) shares of common stock that have been issued as of the date hereof as Commitment Shares to SCBV under the terms of the Purchase Agreement to permit the resale of these shares of common stock by the holders of the shares of common stock selling stockholder from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders stockholder may decide not to sell any shares of common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by them it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If , who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares of common stock are sold through underwriters or for whom they may act as agent. In effecting sales, broker-dealers, dealers that are engaged by the selling stockholders will stockholder may arrange for other broker-dealers to participate. SCBV is an “underwriter” within the meaning of the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of common stock by the selling stockholder may also be responsible for deemed to be “underwriters,” and any profits on the sale of the shares of common stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. SCBV has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, SCBV has not entered into any agreement, arrangement or commissions understanding with any particular broker-dealer or agent’s commissionsmarket maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that may participate in the resale of the shares. Because SCBV is, and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act, SCBV will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market in accordance with the rules of NASDAQ; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · ● broker-dealers may agree with the selling stockholders stockholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock issued to on behalf of the selling stockholders to permit the resale of these stockholders. A “selling stockholder” is a person named on page ___ and also includes any donee, pledgee, transferee, assignee, distributee or other successor-in-interest selling shares of common stock by the holders of the shares of common stock from time to time received after the date of this prospectus. We will not receive any of the proceeds prospectus from the a selling stockholder as a gift, pledge, partnership or limited liability company distribution or other non-sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockrelated transfer. The selling stockholders may sell all or a portion of the offer their shares of common stock beneficially owned by them and offered hereby from time at prevailing market prices, at prices related to time the prevailing market prices, at negotiated prices or at fixed prices or in competitively bid transactions. Each selling stockholder reserves the right to accept or reject, in whole or in part, any proposed purchase of shares, whether the purchase is to be made directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any offer their shares of common stock at various times in one or more of the following methods when selling sharestransactions: · in ordinary brokerage brokers’ transactions and transactions in which the broker-dealer broker solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its accountaccount pursuant to this prospectus; · in transactions involving cross or block trades; · in transactions “at the market” to or through market makers in the common stock or into an exchange distribution existing market for the common stock; · in accordance with the rules other ways not involving market makers or established trading markets, including direct sales of the applicable shares to purchasers or sales of the shares effected through agents; · through transactions in options, swaps or other derivatives which may or may not be listed on an exchange; · in privately negotiated transactions; · settlement of in transactions to cover short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per sharein underwritten transactions; or · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · in a combination of any such methods of sale; and · any other method permitted pursuant to applicable lawthe foregoing transactions. The selling stockholders also may resell sell all or a portion of the their shares in open market transactions in reliance upon accordance with Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, Act provided that they meet the criteria and conform to the requirements of those provisionsthat rule. Broker-dealers engaged by From time to time, one or more of the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they them. If the selling stockholders default in the performance of their secured obligations, the pledgees pledges or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under by this prospectus. The selling stockholders also may transfer and donate shares in other circumstances. The number of shares beneficially owned by selling stockholders will decrease as and when the selling stockholders transfer or donate their shares or default in performing obligations secured by their shares. The plan of distribution for the shares of common stock in other circumstances in which case offered and sold under this prospectus will otherwise remain unchanged, except that the transferees, donees, pledgees pledges, other secured parties or other successors in successors-in-interest will be the selling beneficial owners stockholders for purposes of this prospectus. The selling stockholders may sell short the common stock. The selling stockholders may deliver this prospectus in connection with such short sales and use the shares offered by this prospectus to cover such short sales. The selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, the broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with the selling stockholder, including positions assumed in connection with distributions of the shares by such broker-dealers. A selling stockholder also may enter into option or transactions with broker-dealers that involve the delivery of shares to the broker-dealers, who may then resell or otherwise transfer such shares. In addition, a selling stockholder may loan or pledge shares to a broker-dealer, which may sell the loaned shares or, upon a default by the selling stockholder of the secured obligation, may sell or otherwise transfer the pledged shares. We have advised the selling stockholders that during such times as they may be engaged in a distribution of the shares, they are required to comply with Regulation M under the Securities Exchange Act. With some exceptions, Regulation M prohibits any selling stockholder, any affiliated purchasers and other persons who participate in such a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. The selling stockholders may use broker-dealers to sell their shares of common stock. If this occurs, broker-dealers will either receive discounts or commission from the selling stockholders, or they will receive commissions from the purchasers of shares of common stock for whom they acted as agents. These brokers may act as dealers by purchasing any and all of the shares covered by this prospectus either as agents for others or as principals for their own accounts and reselling these securities under the prospectus. The selling stockholders and any broker-dealer dealers or agents participating other persons acting on behalf of parties that participate in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of considered underwriters under the Securities Act in connection with such salesAct. In such eventAs such, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit profits they receive on the resale of the shares purchased by them may be deemed to be considered underwriting discounts and commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within Neither we nor any selling stockholders can presently estimate the meaning amount of Section 2(11) such compensation. As of the Securities Act will be subject date of this prospectus, we are not aware of any agreement, arrangement or understanding between any broker or dealer and any of the selling stockholders with respect to the prospectus delivery requirements offer or sale of the Securities Act and may be subject to certain statutory liabilities ofshares under this prospectus. If we become aware of any agreement, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement arrangement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) extent required under the Securities Act, disclosing (i) we will file a supplemental prospectus to disclose: · the name of each such selling stockholder and of any the participating broker-dealer(s), (ii) dealers; · the number of shares involved, (iii) ; · the price at which such the shares are to be sold; · the number of common stock were shares involved; · the price at which the shares are to be sold, (iv) ; · the commissions paid or discounts or concessions allowed to such broker-dealer(s)dealers, where applicable, (v) ; · that such the broker-dealer(s) dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and (vi) · other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any when we are notified by a selling stockholder will that a donee, pledgee, transferee, assignee, distributee or other successor-in-interest intends to sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the more than 500 shares of common stock, we will file a supplement to this prospectus. All Certain of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities agreements with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or contain reciprocal indemnification provisions between us and the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders indemnify each other against civil certain liabilities, including liabilities under the Securities Act, that which may arise from be based upon, among other things, any written information furnished untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact. We have agreed to us pay substantially all of the expenses incidental to the registration, offering and sale to the public of the shares of common stock covered by the selling stockholders specifically for use in this prospectus, in accordance with other than commissions, fees and discounts of underwriters, brokers, dealers and agents, if any. It is possible that a significant number of shares could be sold at the related registration rights agreementssame time. Such sales, or we the perception that such sales could occur, may be entitled to contributionadversely affect prevailing market prices for the common stock. This offering by any selling stockholder will terminate on the date on which the selling stockholder has sold all of such selling stockholder’s shares. The undersigned holder beneficial owner of shares of the common stock, par value $.001 0.001 per shareshare (the “Common Stock”), of Torchlight Energy Heavy Earth Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), ) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities Securities, in accordance with the terms of the Agreement and a related Registration Rights Agreement Agreement, dated as of April __, 2012 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder securityholder in the Registration Statement and the Prospectusrelated prospectus. Holders Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder securityholder in the Registration Statement and the Prospectusrelated prospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (Heavy Earth Resources, Inc.)
Plan of Distribution. We are registering the shares of common stock Securities issued to the selling stockholders securityholders to permit the resale of these shares of common stock Securities by the holders of the shares of common stock Securities from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders securityholders of the shares of common stockSecurities. We will bear all fees and expenses incident to our obligation to register the shares of common stockSecurities. The selling stockholders securityholders and any of their pledges, assignees or successors in interest may sell all or a portion of the shares of common stock Securities beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Securities are sold through underwriters or broker-dealers, the selling stockholders securityholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Securities may be sold on the OTCQB marketplace, any other over-the-counter market, any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these markets, exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders securityholders may use any one or more of the following methods when selling sharesSecurities: · ¨ ordinary brokerage transactions and transactions in which the broker-dealer solicits purchaserspurchaser; · ¨ block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ¨ purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ¨ an exchange distribution in accordance with the rules of the applicable exchange; · ¨ privately negotiated transactions; · ¨ settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · ¨ broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares securities at a stipulated price per share; · ¨ through the writing or settlement of options or other hedging transactions, whether such options are listed on through an options exchange or otherwise; · ¨ a combination of any such methods of sale; and · ¨ any other method permitted pursuant to applicable law. The selling stockholders securityholders also may resell all or a portion of the shares Securities in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(14(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders securityholders may arrange for other broker-dealers to participate in sales. If the selling stockholders securityholders effect such transactions by selling shares of common stock Securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders securityholders or commissions from purchasers of the shares of common stock Securities for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA NASD Rule 51102440; and in the case of a principal transaction a markup or markdown in compliance with NASD Rule IM-2440. In connection with sales of the shares of common stock Securities or otherwise, the selling stockholders securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock Securities in the course of hedging in positions they assume. The selling stockholders securityholders may also sell shares of common stock Securities short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders securityholders may deliver shares of common stock Securities covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders securityholders may also loan or pledge shares of common stock Securities to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders securityholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Securities from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders securityholders to include the pledgee, transferee or other successors in interest as selling stockholders securityholders under this prospectus. The selling stockholders securityholders also may transfer and donate the shares of common stock Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any Any underwriters, broker-dealer or agents participating in the distribution of the shares of common stock Securities may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who To the extent that any of the selling securityholders are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act Act, such selling securityholders will be subject to the applicable prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder securityholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stockSecurities. Upon the Company being notified in writing by a selling stockholder shareholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock Securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filedfiled by the Company, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder shareholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock Securities were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock Securities may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Securities may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder securityholder will sell any or all of the shares of common stock Securities registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder securityholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Securities by the selling stockholder securityholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Securities to engage in market-making activities with respect to the shares of common stockSecurities. All of the foregoing may affect the marketability of the shares of common stock Securities and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockSecurities. We will pay all expenses of the registration of the shares of common stock Securities pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder securityholder will pay all underwriting fees and discounts and selling commissions, if any, any and any related legal expenses incurred by it. We will have agreed to indemnify or provide contribution to the selling stockholders securityholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreement, . The selling securityholders have agreed to indemnify us or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders provide contribution against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders securityholders or certain of their affiliates specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contributionagreement. The undersigned holder of shares securities of the common stock, par value $.001 per share, of Torchlight Energy ResourcesApollo Medical Holdings, Inc., a Nevada Delaware corporation (the “Company”), issued pursuant to a certain Securities Purchase Investment Agreement by and among the Company and the Purchasers Purchaser named therein, dated as of _______________March 28, 2014 (the “Agreement” and such shares, the “Registrable Securities”)2014, understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 S-__ (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related certain Registration Rights Agreement by and among the Company and NNA of Nevada, Inc., dated as of March 28, 2014 (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder shareholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders securityholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders securityholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder shareholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder shareholder in the Resale Registration Statement and the Prospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (Apollo Medical Holdings, Inc.)
Plan of Distribution. We are registering the shares Common Stock issuable upon exercise of common stock issued to the warrants held by the selling stockholders shareholders to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock selling shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders shareholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , • on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; • in the following methods when selling shares: · over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • in block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • in purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • in an exchange distribution in accordance with the rules of the applicable exchange; · • in privately negotiated transactions; · settlement of • in short sales; • in sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · • broker-dealers may agree with the selling stockholders shareholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • by a combination of any such methods of sale; and · • by any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders shareholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the shares of common stock warrants or Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each the selling stockholder shareholders will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will have agreed to indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will shareholders may be entitled to contribution. We may be indemnified by the The selling stockholders shareholders have agreed to indemnify us against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholders specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. The undersigned holder Once sold under the shelf registration statement, of shares which this prospectus forms a part, the Common Stock will be freely tradable in the hands of persons other than our affiliates. PARENT GUARANTEE, dated as of October 31st, 2008 (this “Guarantee”), made by PolyMet Mining Corp. (the “Guarantor”), in favor of the common stockpurchaser signatory (the “Purchaser”) to that certain Purchase Agreement, par value $.001 per sharedated as of the date hereof, of Torchlight Energy Resourcesbetween the Guarantor, Poly Met Mining, Inc., a Nevada Minnesota corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company ) and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the ProspectusPurchaser.
Appears in 1 contract
Plan of Distribution. We are registering the shares common units issuable upon conversion of common stock issued to the selling stockholders series A preferred units and exercise of the warrants to permit the resale of these shares of common stock units by the holders of the shares of common stock series A preferred units and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders unitholders of the shares of common stockunits. We will bear all fees and expenses incident to our obligation to register the shares of common stockunits. The selling stockholders unitholders may sell all or a portion of the shares of common stock beneficially owned units held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock units are sold through underwriters or broker-dealers, the selling stockholders unitholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock units may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares units as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares units at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwiseunit; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders unitholders may also may resell all or a portion of the shares in open market transactions in reliance upon sell common units under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders unitholders may arrange for transfer the common units by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders unitholders effect such transactions by selling shares of common stock units to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders unitholders or commissions from purchasers of the shares of common stock units for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock units or otherwise, the selling stockholders unitholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock units in the course of hedging in positions they assume. The selling stockholders unitholders may also sell shares of common stock units short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock units covered by this prospectus to close out short positions and to return borrowed shares units in connection with such short sales. The selling stockholders unitholders may also loan or pledge shares of common stock units to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawunits. The selling stockholders unitholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock units owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock units from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders unitholders to include the pledgee, transferee or other successors in interest as selling stockholders unitholders under this prospectus. The selling stockholders unitholders also may transfer and donate the shares of common stock units in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders unitholders and any broker-dealer or agents participating in the distribution of the shares of common stock units may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it common units is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed, which will set forth the Securities Actaggregate amount of common units being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling unitholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock units may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock units may not be sold unless such shares units have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder unitholder will sell any or all of the shares of common stock units registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder unitholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock units by the selling stockholder unitholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock units to engage in market-making activities with respect to the shares of common stockunits. All of the foregoing may affect the marketability of the shares of common stock units and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockunits. We will pay all expenses of the registration of the shares of common stock units pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder unitholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders unitholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders unitholders will be entitled to contribution. We may be indemnified by the selling stockholders unitholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders unitholder specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of shares of which this prospectus forms a part, the common stockunits will be freely tradable in the hands of persons other than our affiliates. This Questionnaire is designed to assist Susquehanna International Group, par value $.001 per shareLLP (collectively with its affiliated and related entities, “SIG” or the “Firm”) in the evaluation of Torchlight its potential investment in Emerge Energy Resources, Inc., a Nevada corporation Services L.P. (the “Company”). Your answers should be detailed and complete, issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms so please do not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant limit your responses to the Registration Statementspace provided in this Questionnaire; you are encouraged to continue your narrative answers on separate paper, a holder which can be attached to this Questionnaire. Also, please attach any additional documents, reports, or explanations that may assist us in reviewing this potential investment. It is imperative that you provide answers to each and every question, even if the answer is an explanation of Registrable Securities generally will be required why the question is “not applicable” to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectusyou.
Appears in 1 contract
Sources: Securities Purchase Agreement (Emerge Energy Services LP)
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders notes to permit the resale of these shares of common stock by the holders of the shares of common stock notes from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-broker- dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● distributions to such selling stockholder’s limited partners or members; ● an exchange distribution in accordance with the rules of the applicable exchange; · ● in “at-the-market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sale made through a market maker other than on an exchange or other similar offerings through sales agents; ● privately negotiated transactions; · settlement of ● short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ● broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Sources: Registration Rights Agreement (ECD Automotive Design, Inc.)
Plan of Distribution. We are registering the class A ordinary shares issuable upon conversion of common stock issued to the selling stockholders notes and exercise of the warrants to permit the resale of these class A ordinary shares of common stock by the holders of the shares of common stock notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares class A ordinary shares, although we will receive the exercise price of common stockany warrants not exercised by the selling shareholders on a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the shares of common stockclass A ordinary shares. The selling stockholders shareholders may sell all or a portion of the class A ordinary shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-broker- dealers or agents. If the class A ordinary shares of common stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The class A ordinary shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the- counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ● broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · ● a combination of any such methods of sale; and · ● any other method permitted pursuant to applicable law. The selling stockholders shareholders may also may resell all or a portion of the sell class A ordinary shares in open market transactions in reliance upon under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders shareholders may arrange for transfer the class A ordinary shares by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders shareholders effect such transactions by selling class A ordinary shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the class A ordinary shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker- dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the class A ordinary shares of common stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the class A ordinary shares of common stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell class A ordinary shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver class A ordinary shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge class A ordinary shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the notes, warrants or class A ordinary shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the class A ordinary shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the class A ordinary shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the class A ordinary shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it class A ordinary shares is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed, which will set forth the Securities Actaggregate amount of class A ordinary shares being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the class A ordinary shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the class A ordinary shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the class A ordinary shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the class A ordinary shares of common stock by the selling stockholder shareholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the class A ordinary shares of common stock to engage in market-making activities with respect to the shares of common stockclass A ordinary shares. All of the foregoing may affect the marketability of the class A ordinary shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockclass A ordinary shares. We will pay all expenses of the registration of the class A ordinary shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. The undersigned holder of shares of Once sold under the common stock, par value $.001 per shareregistration statement, of Torchlight Energy Resources, Inc., which this prospectus forms a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such sharespart, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto class A ordinary shares will be freely tradable in the Agreement. In order to sell or otherwise dispose hands of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 1 contract
Sources: Securities Purchase Agreement (NewGenIvf Group LTD)
Plan of Distribution. We are registering the common shares of common stock [previously issued to the selling stockholders shareholders] [issuable upon conversion of the convertible notes[, as interest pursuant to the terms of the convertible notes] and upon exercise of the warrants] to permit the resale of these common shares of common stock by the holders of the common shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockshares. We will bear all fees and expenses incident to our obligation to register the shares of common stockshares. The selling stockholders shareholders may sell all or a portion of the common shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the common shares of common stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The common shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; · sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders shareholders effect such transactions by selling common shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the common shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the common shares of common stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the common shares of common stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell common shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver common shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge common shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible notes, warrants or common shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the common shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the common shares of common stock may be deemed to be “"underwriters” " within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it common shares is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of common shares being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the common shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the common shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the common shares of common stock by the selling stockholder shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the common shares of common stock to engage in market-making activities with respect to the shares of common stockshares. All of the foregoing may affect the marketability of the common shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockshares. We will pay all expenses of the registration of the common shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “"blue sky” " laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of shares of which this prospectus forms a part, the common stock, par value $.001 per share, shares will be freely tradable in the hands of Torchlight Energy Resources, Inc., a Nevada corporation persons other than our affiliates. PLEDGE AGREEMENT (the “Company”this "Agreement"), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _________________, 2014 made by ▇▇▇▇▇▇▇▇ ▇▇, a natural person in his personal capacity and not in his capacity as an officer, director, employee or agent of the Company or any of its Subsidiaries, with a principal residence at Building No. 45, Hepan Garden, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China (the “Agreement” and "Pledgor"), in favor of ▇▇▇▇▇▇ Bay Fund LP, in its capacity as collateral agent (in such sharescapacity, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”"Collateral Agent") for the registration and the resale under Rule 415 of "Buyers" (as defined below) party to the Securities Act Purchase Agreement, dated as of 1933even date herewith (as amended, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell restated or otherwise dispose of any Registrable Securities pursuant modified from time to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplementedtime, the “Prospectus”"Securities Purchase Agreement"), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 1 contract
Sources: Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.)
Plan of Distribution. We are registering the The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock issued to the selling stockholders to permit the resale of these being offered under this prospectus on any stock exchange, market or trading facility on which shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market traded or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated pricesprivate transactions. These sales may be effected in transactions, which may involve crosses at fixed or block transactionsnegotiated prices. The selling stockholders security holders may use any one or more of the following methods when selling disposing of shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale resales by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of to cover short sales entered into made after the effective date of that the registration statement of which this prospectus is a partpart is declared effective by the Commission; · broker-dealers may agree with the selling stockholders security holders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such of these methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders shares may also may resell all or a portion of the shares in open market transactions in reliance upon be sold under Rule 144 under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the amended (“Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, provided that they meet the criteria broker may, from time to time, offer and conform to sell the requirements of those provisionspledged shares. Broker-dealers engaged by the selling stockholders security holders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, brokerBroker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions discounts from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act security holders (or, if any broker-dealer acts as agent or to whom they may sell as principal. Such commissions will be for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except which commissions as set forth in to a supplement to this Prospectus, in the case of an agency transaction will not particular broker or dealer may be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, commissions to the extent permitted by applicable law. If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales. The selling stockholders may also enter into option or other transactions with security holders and any broker-dealers or other financial institutions or agents that are involved in selling the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to under this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such these sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such Commissions received by these broker-dealer dealers or agent agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who Any broker-dealers or agents that are “underwriters” within deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the meaning of Section 2(11) names of the Securities Act will be subject to underwriters and the prospectus delivery requirements material details of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified their underwriting arrangements in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filedor, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating brokerin a replacement prospectus included in a post-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material effective amendment to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, statement of which this prospectus forms is a part. Each The selling stockholder security holders and any other person persons participating in such the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations thereunderunder that act, includingincluding Regulation M. These provisions may restrict activities of, without limitation, Regulation M of the Exchange Act, which may and limit the timing of purchases and sales of any of the shares of common stock by by, the selling stockholder and security holders or any other participating person. Furthermore, under Regulation M may also restrict the ability of any person M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the distribution commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to engage in marketthis prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-making activities with respect effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to the shares of common stock. All whether any of the foregoing may affect the marketability selling security holders will sell all or any portion of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockoffered under this prospectus. We will have agreed to pay all fees and expenses of we incur incident to the registration of the shares of common stock pursuant to the registration rights agreementbeing offered under this prospectus. However, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts security holder and purchaser is responsible for paying any discounts, commissions and similar selling commissions, if any, and any legal expenses incurred by itthey incur. We will indemnify and the selling stockholders security holders have agreed to indemnify one another against certain liabilitieslosses, including some damages and liabilities under the Securities Act, arising in accordance connection with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilitiesthis prospectus, including liabilities under the Securities Act. This Series J Registration Rights Agreement (this “Agreement”) is made and entered into as of October 3, that may arise from any written information furnished to us 2007, by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc.and among Victory Divide Mining Company, a Nevada corporation (the “Company”), issued and the holders listed on Schedule I hereto (the “Holders”). This Agreement is being entered into pursuant to a certain Securities the Series A Convertible Preferred Stock Purchase Agreement by and dated as of the date hereof among the Company and the Purchasers named therein, dated as of _______________, 2014 Holders (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Purchase Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement The Company and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named hereby agree as a selling stockholder in the Registration Statement and the Prospectus.follows:
Appears in 1 contract
Sources: Series a Convertible Preferred Stock Purchase Agreement (Victory Divide Mining CO)
Plan of Distribution. We are registering the shares of common stock Common Stock issued to the selling stockholders and issuable upon exercise of the warrants issued to the selling stockholders to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock Common Stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are Common Stock is sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · • through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA NASD Rule 51102440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may agreed not to use shares registered on this registration statement to cover short sales of our common stock Common Stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stockCommon Stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.,
Appears in 1 contract
Sources: Registration Rights Agreement (Versant Ventures II LLC)
Plan of Distribution. We are registering the shares offered by this prospectus on behalf of common stock issued to the selling stockholders to permit the resale of these stockholders. The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock by the holders of the or interests in shares of common stock from time to time received after the date of this prospectus. We will not receive prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the their shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the interests in shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange stock exchange, market or quotation service trading facility on which the securities shares are traded or in private transactions. These dispositions may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the saleprevailing market price, at varying prices determined at the time of sale, or at negotiated prices. These sales To the extent any of the selling stockholders gift, pledge or otherwise transfer the shares offered hereby, such transferees may be effected offer and sell the shares from time to time under this prospectus, provided that this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act to include the name of such transferee in transactions, which may involve crosses or block transactionsthe list of selling stockholders under this prospectus. The selling stockholders may use any one or more of the following methods when selling sharesdisposing of shares or interests therein: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent agent, but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · short sales; through the writing or settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partoptions or other hedging transactions, whether through an options exchange or otherwise; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell may, from time to time, pledge or grant a security interest in some or all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may act as agent offer and sell the shares of common stock, from time to time, under this prospectus, or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement under an amendment to this Prospectusprospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110interest as selling stockholders under this prospectus. In connection with sales the sale of the shares of our common stock or otherwiseinterests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in the positions they assume. The selling stockholders may also sell shares of our common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus these securities to close out their short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also positions, or loan or pledge shares of the common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawthese securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, The aggregate proceeds to the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales from the sale of our the common stock made prior to offered by them will be the date purchase price of the registration statementcommon stock less discounts or commissions, if any. Each of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders mayreserves the right to accept and, together with their agents from time to time, pledge to reject, in whole or grant a security interest in some part, any proposed purchase of common stock to be made directly or all through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants. The selling stockholders also may resell all or shares a portion of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus in open market transactions in reliance upon Rule 144 under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, provided that they meet the list criteria and conform to the requirements of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectusthat rule. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transfereesshareholders might be, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating dealers that act in connection with the distribution sale of the shares of common stock may be securities will be, deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions paid, or any discounts or concessions allowed to, any received by such broker-dealer or agent dealers and any profit on the resale of the shares purchased securities sold by them may while acting as principals will be deemed to be underwriting discounts or commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within [May need to add more detail as per recent comments from SEC] To the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if extent required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of our common stock were to be sold, (iv) the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions paid or discounts or concessions allowed with respect to such brokera particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-dealer(s), where applicable, (v) effective amendment to the registration statement that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in includes this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under order to comply with the securities laws of some states, if applicable, the shares of common stock may be sold in such states these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have it has been registered or qualified for sale in such state or an exemption from registration or qualification requirements is available and is complied with. There can We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be no assurance supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that any selling stockholder will sell any or all participates in transactions involving the sale of the shares of common stock registered pursuant to the shelf registration statementagainst certain liabilities, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of including liabilities arising under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by . We have agreed to indemnify the selling stockholder stockholders against liabilities, including liabilities under the Securities Act and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock state securities laws, relating to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred offered by itthis prospectus. We will indemnify the The selling stockholders have agreed to indemnify us in certain circumstances against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by . We have agreed with the selling stockholders specifically for use in to keep the registration statement that includes this prospectus, prospectus effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the related registration rights agreements, statement or we (2) the date on which the shares may be entitled sold pursuant to contribution. The undersigned holder of shares Rule 144(k) of the common stockSecurities Act. We have agreed to pay all expenses in connection with this offering, par value $.001 per sharebut not including underwriting discounts, concessions, commissions or fees of Torchlight Energy Resourcesthe selling stockholders or any fees and expenses of counsel or other advisors to the selling stockholders. These Schedules are qualified in their entirety by reference to specific provisions of the Securities Purchase Agreement, dated as of December 15, 2006 (the “Securities Purchase Agreement”), among NovaDel Pharma Inc., a Nevada Delaware corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among each purchaser identified on the Company signature pages thereto. Capitalized terms used and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto to them in the Securities Purchase Agreement. In order to sell or otherwise dispose The inclusion of any Registrable Securities information in any Schedule shall not be construed as an admission or acknowledgement that such information is material to the business, operations or financial condition of the Company. Any disclosure set forth in any Schedule herein shall also be deemed to apply to and qualify as a disclosure set forth in any other Schedule herein provided the relevance of the disclosed information with respect to such other Schedules is reasonably apparent from the information disclosed. (a) Certain warrants issued to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. and BioMedical Investment Group LLC and their respective transferees, which are currently exercisable, in the aggregate, for approximately 9,681,437 shares of Common Stock, are entitled to adjustments to the exercise price of such warrants, and in certain cases the amount of shares issuable pursuant to the Registration Statementsuch warrants, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus event that the Company issues shares of Common Stock or securities convertible into Common Stock in each case for a supplement thereto price per share or entitling the holders thereof to purchase Common Stock at a price per share which is less than the then current market price of the Common Stock (as so supplementeddefined in such warrants) but not below the current per share exercise price of such warrants. ▇▇. ▇▇▇▇▇▇▇▇▇, and certain other warrant holders or their respective transferees, waived the right to receive adjustments to the amount of shares issuable pursuant to such warrants in May 2005, such that only 616,011 warrants in the aggregate still retain the right to such adjustment. All warrants remain entitled to adjustments in the exercise price of such warrants. Such warrants are currently exercisable at per share exercise prices of approximately $0.45 to $0.58. The amount of such adjustments depends on the market price of the Common Stock on the closing of the issuance that causes such adjustment and therefore, the “Prospectus”), deliver effect of such provision can not be ascertained until the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions execution of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the ProspectusSubscription Agreements.
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock issued to Common Stock issuable upon conversion of the selling stockholders preferred shares, exercise of the warrants and in payment of certain dividends and redemption requirements as set forth in the Certificate of Designations to permit the resale of these such shares of common stock Common Stock by the holders of the shares of common stock selling stockholders, from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the such shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the such shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use , in any one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; · sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree which have agreed with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the preferred shares and warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “"underwriters” " within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling stockholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. The undersigned holder selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of the shares, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of the shares by the selling stockholders. If we are notified by any one or more selling stockholders that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file, or cause to be filed, a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (vi) other facts material to the transaction. Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates. The selling stockholders are not restricted as to the price or prices at which they may sell their shares. Sales of the shares may have an adverse effect on the market price of the common stock. Moreover, the selling stockholders are not restricted as to the number of shares that may be sold at any time, and it is possible that a significant number of shares could be sold at the same time, which may have an adverse effect on the market price of the common stock. The undersigned (the "Selling Stockholder"), is a purchaser of securities convertible into or exercisable for shares (the "Shares") of common stock, par value $.001 per shareshare ("Common Stock"), of Torchlight Energy Resources, Millennium Cell Inc., a Nevada Delaware corporation (the “"Company”"), issued pursuant to a that certain Securities Purchase Agreement dated as of April 20, 2005 (the "Securities Purchase Agreement") entered into by and among the Company and the Purchasers buyers named thereintherein (collectively, the "Selling Stockholders"). Pursuant to the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement dated as of _______________April 20, 2014 2005 with the Selling Stockholders (the “"Registration Rights Agreement” and such shares") pursuant to which the Company agreed, among other things, to register the “Registrable Securities”Securities (as defined in the Registration Rights Agreement), understands that including the Company intends to file with shares of Common Stock issuable upon conversion of the Preferred Shares (as defined in the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”Purchase Agreement) for the registration and the resale shares of Common Stock issuable upon exercise of the Warrants (as defined in the Securities Purchase Agreement), under Rule 415 of the Securities Act of 1933, as amended (the “Securities "1933 Act”"). In accordance with the Registration Rights Agreement, the Selling Stockholder hereby elects to include in the registration statement for the registration and resale of the Registrable Securities Securities, the Shares listed below in accordance Item (3) (unless otherwise specified under Item 3). The undersigned agrees to be bound with respect to such Shares by the terms and conditions of this Selling Stockholders Questionnaire, the Securities Purchase Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have The Selling Stockholder hereby provides the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant following information to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) Company and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete represents and deliver this Notice warrants that such information is accurate and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.:
Appears in 1 contract
Sources: Registration Rights Agreement (Millennium Cell Inc)
Plan of Distribution. We are registering the shares of common stock Common Stock that may be issued upon conversion of the Notes issued pursuant to the selling stockholders Securities Purchase Agreement and upon exercise of the Warrants issued pursuant to the terms of the Securities Purchase Agreement to permit the resale of these shares of common stock Common Stock by the holders of the such shares of common stock and Warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales entered into effected after the effective date of the registration statement of which this prospectus is a partRegistration Statement; · ● sales pursuant to Rule 144; ● broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Sources: Registration Rights Agreement (Super League Enterprise, Inc.)
Plan of Distribution. We are registering Please read the following description of a proposed plan of distribution of your Shares and if conforms with the manner of your proposed sale of the Shares kindly check to box provided below: The following correctly summarises the intended manner of the undersigned’s proposed distribution of its Shares (the terms “we” and “us” refer to the Company). “Under the terms of the private placements, the shares registered for sale hereby are restricted and not available for trading on the AMEX or the OSE until after a Registration Statement filed with SEC becomes effective or offers and sales of common stock issued to such shares are otherwise exempt from the selling stockholders to permit the resale of these shares of common stock by the holders registration requirements of the Securities Act. Thereafter, the shares of common stock may be sold or distributed from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stocknamed in this prospectus, by their donees, pledgees or transferees, or by their other successors in interest. The selling stockholders may sell all or a portion of the their shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at market prices prevailing at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prices related to such prevailing market prices at the time of the sale, at varying prices determined at the time of salenegotiated prices, or at negotiated fixed prices. These sales may be effected in transactions, which may involve crosses be changed. Each selling stockholder reserves the right to accept or block transactionsreject, in whole or in part, any proposed purchase of shares, whether the purchase is to be made directly or through agents. We are not aware that any of the selling stockholders have entered into any arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock. The registration rights available to selling stockholders after the Registration Statement becomes effective shall terminate at such time as all shares qualified by this Registration Statement are sold by the selling stockholder in accordance with this prospectus or in accordance with the provisions of Rules 144, 144A or their equivalent under the Securities Act, or have been sold pursuant to a transaction effected through the facilities of the OSE in accordance with the provisions of Rule 904 or are otherwise freely transferable without restriction under applicable United States securities laws. The selling stockholders may use any offer their shares, subject to the restrictions outlined above, at various times in one or more of the following methods when selling sharestransactions: · • in ordinary brokerage brokers’ transactions and transactions in which the broker-dealer broker solicits purchasers; · • in transactions including block trades trades, in which the broker-dealer will attempt to sell brokers, dealers or underwriters purchase the shares as agent but may position principal and resell a portion the shares for their own accounts pursuant to this prospectus; • in transactions “at the market” to or through market makers in the common stock; • in other ways not involving market makers or established trading markets, including direct sales of the block as principal shares to facilitate purchasers or sales of the transactionshares effected through agents; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account• through transactions in options, swaps or other derivatives which may or may not be listed on an exchange; · • an exchange distribution in accordance with the rules of the applicable such exchange; · • in privately negotiated transactions; · settlement of • in transactions to cover short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • in a combination of any such methods of sale; and · any other method permitted pursuant to applicable lawthe foregoing transactions. The In addition, the selling stockholders also may resell all or a portion of the sell their shares in open market private transactions or in reliance upon Rule 144 accordance with Rules 144, 144A or 904 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, Act rather than under this prospectus. From time to time, provided that they meet the criteria and conform to the requirements one or more of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they them. If the selling stockholders default in the performance of their the secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectustime. The selling stockholders also may transfer and donate shares in other circumstances. The number of shares beneficially owned by selling stockholders who donate or otherwise transfer their shares will decrease as and when the selling stockholders take these actions. The plan of distribution for the shares of common stock in other circumstances in which case offered and sold under this prospectus will otherwise remain unchanged, except that the transferees, donees, pledgees donees or other successors in interest will be the selling beneficial owners stockholders for purposes of this prospectus. The selling stockholders and any broker-dealer may use brokers, dealers, underwriters or agents participating to sell their shares. The persons acting as broker, dealers or agents may receive compensation in the distribution form of commissions, discounts or concessions. This compensation may be paid by the selling stockholders or the purchasers of the shares for whom such persons may act as agent, or to whom they may sell as a principal, or both. The selling stockholders and any agents or broker-dealers that participate with the selling stockholders in the offer and sale of the shares may deemed to be “underwriters” within the meaning of the Securities Act in connection with the sale of their shares of common stock stock. Because selling stockholders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within , selling stockholders and persons participating in the meaning offer and sale of Section 2(11) of the Securities Act their shares will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some certain states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. The selling stockholders are advised to ensure that any underwriters, brokers, dealers or agents effecting transactions on behalf of the selling stockholders are registered to sell securities in all fifty states. In addition, in some certain states the shares of common stock may not be sold unless such the shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder We will sell any or all pay the entire expenses incidental to the registration, offering and sale of the shares of common stock registered pursuant to the shelf registration statementpublic hereunder other than commissions, fees and discounts of which this prospectus forms a partunderwriters, brokers, dealers and agents. Each We have agreed to indemnify the selling stockholder stockholders and their controlling persons against certain liabilities, including liabilities under the Securities Act. 276 The selling stockholders and any other person participating in such a distribution of the securities covered by this prospectus will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of under the Exchange Act, including Regulation M, which may limit the timing of purchases and sales of any of the shares of common stock securities by the selling stockholder stockholders and any other participating such person. Furthermore, under Regulation M may also restrict the ability of M, any person engaged in the distribution of the shares of common stock to securities may not simultaneously engage in market-making activities with respect to the particular securities being distributed for certain periods prior to the commencement of or during such distribution. Accordingly, except as noted below, the selling stockholders are not permitted to cover short sales by purchasing shares of common stockwhile the distribution is taking place. All of the foregoing above may affect the marketability of the shares of common stock securities and the ability availability of any person or entity to engage in market-making activities with respect to the shares securities. Under our agreements with the selling stockholders, we are required to bear the expenses relating to the registration of common stockthis offering. We will pay all estimate that the expenses of the registration offering to be borne by us will be approximately $1 million. The selling stockholders will bear any underwriting discounts or commissions, brokerage fees, stock transfer taxes and fees of their legal counsel. The selling stockholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities arising under the Securities Act. The selling stockholders have agreed to indemnify us against certain liabilities in connection with the offer of the shares, in accordance including liabilities arising under the Securities Act. If we are notified by a selling stockholder that any material arrangement has been entered into with a registration rights agreementbroker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act. In addition, if we are notified by a selling stockholders stockholder that a donee or pledgee intends to sell more than 500 shares, we will be entitled file a supplement to contributionthis prospectus. We To the extent required, this prospectus may be indemnified amended or supplemented from time to time to describe a specific plan of distribution. In effecting sales, broker-dealers engaged by the selling stockholders against civil liabilitiesmay arrange for other broker-dealers to participate in the resales. The selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, including liabilities under broker-dealers may engage in short sales of the Securities Act, that may arise from any written information furnished to us by shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders specifically for use in also may sell shares short and redeliver the shares to close out such short positions. The selling stockholders may enter into option or other transactions with broker-dealers, which require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such shares pursuant to this prospectus, in accordance with . The selling stockholders also may loan or pledge the related registration rights agreementsshares to a broker-dealer. The broker-dealer may sell the shares so loaned, or we upon a default, the broker-dealer may be entitled sell the pledged shares pursuant to contributionthis prospectus.” 286 The answers to the foregoing questions are true and accurate to the best of my information and belief. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by understands and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands agrees that that the Company intends to file will rely on the accuracy and comleteness of the information sert forth herein in preparing and filing the proposed Registration Statement with the Securities and Exchange Commission a registration statement on Form S-1 SEC. The undersigned agrees to promptly notify E▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at the Company at telephone +(the “Registration Statement”▇▇) for the registration and the resale under Rule 415 ▇▇▇▇ ▇▇▇▇▇▇ (telefax +(▇▇) ▇▇▇▇ ▇▇▇▇▇▇) of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto any changes in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will foregoing answers which should be required to be named made as a selling stockholder in result of prior inaccuracies or developments occurring before the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the effective date of the Agreement (1) will not be named as selling stockholders in the proposed Registration Statement or the Prospectus and (2) may not use the Prospectus for resales Statement. Name of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.Securityholder: Date: Signature: 296
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock Common Stock issued to investors pursuant to the selling stockholders Securities Purchase Agreement to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock selling shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders shareholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts and commissions and brokers’ or agents’ commissions or agent’s selling commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , • on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; • in the following methods when selling shares: · over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with • sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.144;
Appears in 1 contract
Sources: Registration Rights Agreement (EnerJex Resources, Inc.)
Plan of Distribution. We are registering the convertible notes, warrants and shares of class A common stock issued to issuable upon conversion of the selling stockholders convertible notes, including any interest thereon, and to permit the resale of these convertible notes, warrants and shares of class A common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders securityholders of the shares of common stocksecurities. We will bear all fees and expenses incident to our obligation to register the convertible notes, warrants and shares of class A common stock. The selling stockholders securityholders may sell all or a portion of the shares of common stock securities beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock securities are sold through underwriters or broker-dealers, the selling stockholders securityholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock securities may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , • on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; • in the following methods when selling shares: · over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales entered into after sales; • pursuant to Rule 144 under the effective date of the registration statement of which this prospectus is a partSecurities Act; · • broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders securityholders effect such transactions by selling convertible notes, warrants or shares of class A common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders securityholders or commissions from purchasers of the convertible notes, warrants or shares of class A common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock any securities or otherwise, the selling stockholders securityholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock securities in the course of hedging in positions they assume. The selling stockholders securityholders may also sell shares of common stock securities short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock securities covered by this prospectus to close out short positions and to return borrowed shares in connection with such short salespositions. The selling stockholders securityholders may also loan or pledge shares of common stock securities to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawsecurities. The selling stockholders securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible notes, warrants or shares of class A common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the convertible notes, warrants or shares of class A common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders securityholders to include the pledgee, transferee or other successors in interest as selling stockholders securityholders under this prospectus. The selling stockholders securityholders also may transfer and donate the convertible notes, warrants or shares of class A common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders securityholders and any broker-dealer or agents participating in the distribution of the convertible notes, warrants or shares of class A common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event1933 Act, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities 1933 Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it securities is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of securities being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling securityholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock securities may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the convertible notes, warrants and shares of class A common stock may not be sold unless such convertible notes, warrants or shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder securityholder will sell any or all of the convertible notes, warrants or shares of class A common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder securityholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange 1934 Act, which may limit the timing of purchases and sales of any of the shares of class A common stock by the selling stockholder securityholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of class A common stock to engage in market-making activities with respect to the shares of class A common stock. All of the foregoing may affect the marketability of the shares of class A common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of class A common stock. We will pay all expenses of the registration of the convertible notes, warrants and shares of class A common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder securityholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders securityholders against certain liabilities, including some liabilities under the Securities 1933 Act, in accordance with a the registration rights agreementagreements, or the selling stockholders securityholders will be entitled to contribution. We may be indemnified by the selling stockholders securityholders against civil liabilities, including liabilities under the Securities 1933 Act, that may arise from any written information furnished to us by the selling stockholders securityholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the shelf registration statement, of which this prospectus forms a part, the convertible notes, warrants and shares of the class A common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto stock will be freely tradable in the Agreement. In order to sell or otherwise dispose hands of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 1 contract
Plan of Distribution. We are registering have entered into an ATM Sales Agreement (the shares “Sales Agreement”) with Capital One Securities, Inc. (“Capital One Securities”) and Virtu Americas LLC (“Virtu” and, together with Capital One Securities, each a “Sales Agent and, collectively, the “Sales Agents”). Pursuant to this prospectus supplement, we may offer and sell ADSs having an aggregate gross sales price of common stock issued up to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock $16,362,816 from time to time after through or to the date of this prospectusSales Agents acting as sales agents or principals. We will not receive any file a copy of the proceeds from Sales Agreement by means of a report on Form 6-K. Upon delivery of a placement notice and subject to the sale by the selling stockholders terms and conditions of the shares of common stock. We will bear all fees and expenses incident to our obligation to register Sales Agreement, the shares of common stock. The selling stockholders Sales Agents may sell all or a portion of the shares of common stock beneficially owned ADSs by them and offered hereby from time any method permitted by law deemed to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted an “at the time of sale, market offering” as defined in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 415(a)(4) promulgated under the Securities Act. We may instruct the Sales Agents not to sell ADSs if the sales cannot be effected at or above the price designated by us from time to time. We or the Sales Agents may suspend the offering of ADSs upon notice and subject to other conditions. We will pay the Sales Agents commissions, in cash, for their service in acting as permitted agent in the sale of the ADSs. Capital One Securities and Virtu will be entitled to compensation at a commission rate equal to 1.0% and 3.0%, respectively, of the sales price per ADS sold under the Sales Agreement. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse the Sales Agents for certain specified expenses, including the fees and disbursements of their legal counsel in an aggregate amount not to exceed $50,000 in connection with entering into the Sales Agreement. Additionally, pursuant to the terms of the Sales Agreement, we agreed to reimburse the Sales Agents for the fees and costs of their legal counsel reasonably incurred in connection with the Sales Agents’ ongoing diligence arising from the transactions contemplated by the Sales Agreement in an aggregate amount not to exceed $10,000 in the aggregate per calendar half year. We estimate that rulethe total expenses for the offering, excluding compensation and reimbursements payable to the Sales Agents under the terms of the Sales Agreement, will be approximately $641,000. Settlement for sales of ADSs will occur on the second business day following the date on which any sales are made, or Section 4(1) on some other date that is agreed upon by us and the Sales Agents in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of the ADSs as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and the Sales Agents may agree upon. There is no arrangement for funds to be received in an escrow, trust, or similar arrangement. The Sales Agents will use their commercially reasonable efforts, consistent with their sales and trading practices, to solicit offers to purchase the ADSs under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria terms and conform subject to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as conditions set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110Sales Agreement. In connection with sales the sale of the shares of common stock or otherwiseADSs on our behalf, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales each of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest Sales Agents will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be an “underwritersunderwriter” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale compensation of the shares purchased by them may Sales Agents will be deemed to be underwriting commissions or discounts under the Securities Actdiscounts. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject We have agreed to provide indemnification and contribution to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders Sales Agents against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares offering of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities ADSs pursuant to the Registration Statement, a holder Sales Agreement will terminate upon the termination of Registrable Securities generally will be required to be named the Sales Agreement as a selling stockholder permitted therein. We and the Sales Agents may each terminate the Sales Agreement at any time upon ten days’ prior notice. The Sales Agents and their respective affiliates may in the related prospectus or a supplement thereto (as so supplementedfuture provide various investment banking, commercial banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, the “Prospectus”), deliver Sales Agents will not engage in any market making activities involving the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 ADSs while the offering is ongoing under this prospectus supplement. This prospectus supplement and the Securities Act) and accompanying prospectus may be bound made available in electronic format on a website maintained by the provisions of Sales Agents, and the Agreement (including certain indemnification provisions, as described below). Holders must also complete Sales Agents may distribute this prospectus supplement and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securitiesaccompanying prospectus electronically. Certain legal consequences arise from matters concerning this offering will be passed upon for us by ▇▇▇▇▇▇▇ & West LLP, New York, New York. Certain legal matters with respect to the validity of the ordinary shares represented by ADSs offered by this prospectus supplement will be passed upon for us by ▇▇▇▇▇▇▇▇▇▇▇ e Associati, Studio Legale, Italy. The Sales Agents are being named as a selling stockholder represented in the Registration Statement connection with this offering by ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, New York, New York, with respect to certain U.S. legal matters, and the Prospectus. Holders of Registrable Securities are advised Chiomenti Studio Legale LLC, New York, New York, with respect to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuscertain Italian legal matters.
Appears in 1 contract
Sources: Atm Sales Agreement
Plan of Distribution. We are registering the shares of common stock previously issued to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; · sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “"underwriters” " within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling stockholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange 1934 Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder stockholders and any other participating person. Regulation M M, to the extent applicable, may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “"blue sky” " laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates. The undersigned beneficial holder of shares of the common stock, par value $.001 0.018 per shareshare (the Common Stock”), of Torchlight Energy Resources, Inc.Jinpan International Limited, a Nevada British Virgin Islands corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends proposes to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 F-3 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)amended, of the Registrable Securities Common Stock in accordance with the terms of the Agreement and a related Registration Rights Agreement Agreement, dated as of December __, 2006 (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. The Registration Statement has not yet been filed or declared effective by the SEC. In order to sell or otherwise dispose of any Registrable Securities Common Stock pursuant to the Registration Statement, a holder beneficial owner of Registrable Securities the Common Stock generally will be required to be named as a selling stockholder shareholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”)prospectus, deliver the Prospectus a prospectus to purchasers each purchaser of Registrable Securities (including pursuant to Rule 172 under the Securities Act) Common Stock and be bound by comply with the provisions of the Registration Rights Agreement that are applicable to such beneficial owner (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order Any beneficial owner of Common Stock who wishes to be named as selling stockholders include its shares in the Prospectusregistration Statement must deliver to the Company a properly completed and signed Selling Shareholder Questionnaire. Holders of Registrable Securities who do not completeUnless a beneficial owner completes, execute signs and return deliverers to the Company this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) Selling Shareholder Questionnaire, such beneficial owner will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not entitled to use the Prospectus for resales of Registrable Securitiesrelated prospectus. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the Prospectusrelated prospectus. Holders In addition, the answers to this Selling Shareholder Questionnaire shall constitute information to be furnished by the undersigned beneficial owner and, as such, would be the subject of Registrable Securities certain indemnities provided by the undersigned beneficial owner pursuant to the Registration Rights Agreement. Accordingly, holders and beneficial owners of Common Stock are advised to consult their own owner securities law counsel regarding the consequences consequence of being named or not being named as a selling stockholder shareholder in the Registration Statement and the Prospectusrelated prospectus. The undersigned beneficial owner by signing and returning this Selling Shareholder Questionnaire, understands that it will be bound by the terms and conditions of this Selling Shareholder Questionnaire, and confirms that it is bound by the terms and conditions of the Registration Rights Agreement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete.
Appears in 1 contract
Sources: Registration Rights Agreement (Jinpan International LTD)
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all the securities being offered by this prospectus separately or a portion of the shares of common stock beneficially owned by them and offered hereby from time together: • directly to time directly purchasers; • through agents; • to or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold ; • through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or ; • through a block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions trade in which the broker-broker or dealer solicits purchasers; · engaged to handle the block trades in which the broker-dealer trade will attempt to sell the shares securities as agent agent, but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · or • through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such of these methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also In addition, we may resell all issue the securities being offered by this prospectus as a dividend or a portion distribution. We may effect the distribution of the shares securities from time to time in open one or more transactions: • at a fixed price or prices, which may be changed from time to time; • at market transactions prices prevailing at the times of sale; • at prices related to prevailing market prices; or • at negotiated prices. For example, we may engage inat-the-market offerings into an existing trading market in reliance upon accordance with Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1415(a)(4) under the Securities Act. We may also sell securities through a rights offering, forward contracts or similar arrangements. In any distribution of subscription rights to stockholders, if availableall of the underlying securities are not subscribed for, rather than under this prospectus, provided that they meet we may then sell the criteria and conform unsubscribed securities directly to third parties or may engage the requirements services of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to one or through more underwriters, broker-dealers or agents, such including standby underwriters, broker-dealers to sell the unsubscribed securities to third parties. The securities issued and sold under this prospectus will have no established trading market, other than our common stock, which is listed on Nasdaq. Any shares of our common stock sold pursuant to this prospectus will be eligible for listing and trading on Nasdaq, subject to official notice of issuance. Any underwriters to whom securities are sold by us for public offering and sale may make a market in the securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The securities, other than our common stock, may or agents may receive commissions not be listed on a national securities exchange or other trading market. We will set forth in a prospectus supplement: • the terms of any underwriting or other agreement that we reach relating to sales under this prospectus; • the method of distribution of the securities; • the names of any agents, underwriters or dealers, including any managing underwriters, used in the offering of securities; • the terms of any direct sales, including the terms of any bidding or auction process, or the terms of any other transactions; • the compensation payable to agents, underwriters and dealers, which may be in the form of discounts, concessions or commissions from commissions; • any activities that may be undertaken by agents, underwriters and dealers to stabilize, maintain or otherwise affect the selling stockholders or commissions from purchasers price of the shares of common stock for whom securities; and • any indemnification and contribution obligations owing to agents, underwriters and dealers. If we sell directly to institutional investors or others, they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” underwriters within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, respect to any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them securities. Unless otherwise indicated in a prospectus supplement, if we sell through an agent, such agent will be acting on a best efforts basis for the period of its appointment. Any agent may be deemed to be underwriting commissions or discounts under an “underwriter” of the securities as that term is defined in the Securities Act. Selling Stockholders who are “underwriters” within If a dealer is used in the meaning of Section 2(11) sale of the Securities Act securities, we or an underwriter will sell securities to the dealer, as principal. The dealer may resell the securities to the public at varying prices to be determined by the dealer at the time of resale. We may authorize agents, underwriters and dealers to solicit offers by certain institutional investors to purchase offered securities under contracts providing for payment and delivery on a future date specified in a prospectus supplement. The prospectus supplement will also describe the public offering price for the securities and the commission payable for solicitation of these delayed delivery contracts. Delayed delivery contracts will contain definite fixed price and quantity terms. The obligations of a purchase under these delayed delivery contracts will be subject to only two conditions: • that the prospectus delivery requirements institution’s purchase of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 securities at the time of delivery of the Securities Act and Rule 10b-5 securities is not prohibited under the Securities Exchange Act law of 1934, as amended, or any jurisdiction to which the Exchange Act. Each selling stockholder has informed institution is subject; and • that we shall have sold to the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute underwriters the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and total principal amount of the participating broker-dealer(s)offered securities, (ii) less the number of shares involved, (iii) principal amount covered by the price at which such delayed contracts. To the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated extent permitted by reference and in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, accordance with Regulation M of under the Exchange Act, in connection with an offering an underwriter may engage in over-allotments, stabilizing transactions, short covering transactions and penalty bids. Over-allotments involve sales in excess of the offering size, which creates a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may limit cause the timing price of purchases and sales of the securities to be higher than it would be otherwise. If commenced, the underwriters may discontinue any of the shares of common stock activities at any time. To the extent permitted by the selling stockholder and any other participating person. in accordance with Regulation M under the Exchange Act, any underwriters who are qualified market makers on Nasdaq may also restrict the ability of any person engaged engage in passive market making transactions in the distribution securities on Nasdaq during the business day prior to the pricing of an offering, before the commencement of offers or sales of the shares of common stock to engage securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in market-making activities with respect to the shares of common stock. All excess of the foregoing may affect highest independent bid for such security; if all independent bids are lowered below the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; providedpassive market maker’s bid, however, that each selling stockholder the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. The specific terms of any lock-up provisions in respect of any given offering will pay all underwriting discounts be described in the applicable prospectus supplement. The underwriters, dealers and selling commissionsagents may engage in transactions with us, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Actor perform services for us, in accordance with a registration rights agreementthe ordinary course of business for which they receive compensation. No securities may be sold under this prospectus without delivery, in paper format or in electronic format, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)both, of the Registrable Securities in accordance with applicable prospectus supplement describing the method and terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectusoffering.
Appears in 1 contract
Sources: Sales Agreement
Plan of Distribution. We are registering have entered into the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock Equity Distribution Agreement with Maxim Group LLC, under which we may offer and sell, from time to time after the date time, an aggregate of up to $9,700,000 of our Ordinary Shares pursuant to this prospectusprospectus supplement and accompanying prospectus through Maxim Group LLC acting as sales agent. We will not receive any A copy of the proceeds from Equity Distribution Agreement has been filed as an exhibit to a Report of Foreign Private Issuer on Form 6-K that we filed with the sale SEC in connection with this offering and is incorporated by reference into this prospectus supplement. Upon delivery of a transaction notice and subject to the selling stockholders terms and conditions of the shares of common stock. We will bear all fees and expenses incident to our obligation to register Equity Distribution Agreement, the shares of common stock. The selling stockholders Sales Agent may sell all or a portion of the shares of common stock beneficially owned Ordinary Shares by them and offered hereby from time any method deemed to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted an “at the time of sale, market offering” as defined in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1415(a)(4) under the Securities Act, if availableincluding sales made directly on or through The Nasdaq Capital Market, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock sales made to or through underwritersa market maker other than on an exchange or otherwise, broker-dealers in negotiated transactions at market prices prevailing at the time of sale or agentsat prices related to such prevailing market prices, such underwritersand any other method permitted by law, broker-dealers including in privately negotiated transactions. Epoch Partner Investments Limited has indicated an interest in purchasing, for investment purposes and not for resale, an aggregate of up to $2.5 million of Ordinary Shares in this offering. Because indications of interest are not binding agreements or agents may receive commissions commitments to purchase, Epoch Partner Investments Limited could determine to purchase more, fewer or no Ordinary Shares in this offering, and the Sales Agent could determine to sell more, fewer or no Ordinary Shares to Epoch Partner Investments Limited. We will pay the Sales Agent commissions, in cash, for its services in acting as agent in the form sale of discounts, concessions or commissions from the selling stockholders or commissions from purchasers our Ordinary Shares. The Sales Agent will be entitled to compensation at a fixed commission rate equal to 2.5% of the shares gross proceeds from each sale of common stock Ordinary Shares. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse the Sales Agent for whom they may act as agent or certain specified expenses, including the fees and disbursements of its legal counsel, in an amount not to whom they may sell as principalexceed $50,000, and an additional $2,500 per calendar quarter during which a transaction notice is delivered to the Sales Agent. Such commissions As of the date of this prospectus supplement, we have paid an expense advance of $15,000 to the Sales Agent for its anticipated out-of-pocket expenses; any expense deposits will be returned to us to the extent the Sales Agent out-of-pocket accountable expenses are not actually incurred in amounts accordance with FINRA Rule 5110(g)(4)(A). We estimate that the total expenses for the offering, excluding compensation and reimbursements payable to the Sales Agent under the terms of the Equity Distribution Agreement, will be approximately $130,000. Settlement for sales of Ordinary Shares will occur on the second business day following the date on which any sales are made, or on some other date that is agreed upon by us and the Sales Agent in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our Ordinary Shares as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and the Sales Agent may agree upon. There is no arrangement for funds to be negotiatedreceived in an escrow, buttrust or similar arrangement. The Sales Agent will use its commercially reasonable efforts, except as consistent with its sales and trading practices, to solicit offers to purchase the Ordinary Shares under the terms and subject to the conditions set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110Equity Distribution Agreement. In connection with sales the sale of the shares of common stock or otherwiseOrdinary Shares on our behalf, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Sales Agent may be deemed to be an “underwritersunderwriter” within the meaning of Section 2(11) the Securities Act, and the compensation of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them Sales Agent may be deemed to be underwriting commissions or discounts under the Securities Actdiscounts. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject We have agreed to provide indemnification and contribution to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders Sales Agent against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act. The offering of Ordinary Shares pursuant this prospectus supplement and accompanying prospectus will termination upon the earlier of (i) the sale of all Ordinary Shares registered hereunder, that or (ii) termination of the Equity Distribution Agreement as provided therein. The Sales Agent and its affiliates may arise from in the future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, the Sales Agent will not engage in any written information furnished to us market making activities involving our Ordinary Shares while the offering is ongoing under this prospectus supplement and accompanying prospectus. This prospectus in electronic format may be made available on a website maintained by the selling stockholders specifically for use in this prospectusSales Agent, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related Sales Agent may distribute this prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuselectronically.
Appears in 1 contract
Sources: Equity Distribution Agreement
Plan of Distribution. We are registering the shares of common stock issued to Common Stock issuable upon exercise of the selling stockholders warrants to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · sales pursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. National Securities Corporation (“NSC”) has indicated to us its willingness to act as selling agent on behalf of the Selling Stockholders named in the Prospectus under “Selling Security Holders,” other than [Hilco Financial, LLC], that purchased the Company’s privately placed securities. All shares sold, if any, on behalf of such Selling Stockholders by NSC would be in transactions executed by NSC on an agency basis and commissions charged to its customers in connection with each transaction shall not exceed a maximum of 5% of gross proceeds. NSC does not have an underwriting agreement with the Company and/or any Selling Stockholders and no Selling Stockholders are required to execute transactions with NSC. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling stockholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each National Securities Corporation (“NSC”) has indicated to us its willingness to act as selling stockholder agent on behalf of the Selling Stockholders named in the Prospectus and not comprising Investors under “Selling Security Holders” that purchased the Company’s privately placed securities. All shares sold, if any, on behalf of Selling Stockholders by NSC would be in transactions executed by NSC on an agency basis and commissions charged to its customers in connection with each transaction shall not exceed a maximum of 5% of gross proceeds. NSC does not have an underwriting agreement with the Company and or any Selling Stockholders an d no Selling Stockholders are required to execute transactions with NSC. The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[___________] in total, including, without limitation, Securities and Exchange Commission SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto Common Stock will be freely tradable in the Agreement. In order to sell or otherwise dispose hands of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 1 contract
Sources: Registration Rights Agreement (Capital Growth Systems Inc /Fl/)
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders preferred stock and exercise or exchange of the warrants to permit the resale of these shares of common stock by the holders of the shares of common preferred stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · broker-dealers may agree with the a selling stockholders securityholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Plan of Distribution. We are registering the common shares issuable upon conversion of common the preferred stock issued to the selling stockholders to permit the resale of these common shares of common stock by the holders of the shares of common stock thereof from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockshares. We will bear all fees and expenses incident to our obligation to register the shares of common stockshares. The selling stockholders shareholders may sell all or a portion of the common shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the common shares of common stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The common shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , • on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; • in the following methods when selling shares: · over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · • sales pursuant to Rule 144; • broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders shareholders effect such transactions by selling common shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the common shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the common shares of common stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the common shares of common stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell common shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver common shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge common shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants preferred stock or common shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the common shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the common shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it common shares is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of common shares being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the common shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the common shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the common shares of common stock by the selling stockholder shareholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the common shares of common stock to engage in market-making activities with respect to the shares of common stockshares. All of the foregoing may affect the marketability of the common shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockshares. We will pay all expenses of the registration of the common shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the common shares will be freely tradable in the hands of persons other than our affiliates. This Questionnaire is to be completed, signed and faxed to ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire at (▇▇▇) ▇▇▇-▇▇▇▇ by no later than fifteen (15) calendar days after the Trigger Date, by the person or entity indicated on the cover of this Questionnaire (the “Selling Shareholder”) whose common shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued Company are being registered pursuant to a certain Securities Purchase Agreement Registration Statement to be filed with the SEC. Retain a duplicate copy for your files. If you do not return the Questionnaire by and among the Company and foregoing deadline, your shares may not be included in the Purchasers named thereinRegistration Statement. If you are uncertain about any of the following questions as they apply to your situation, dated please supply all relevant facts. Include separate sheets with details if necessary. If you have any questions, please call Workstream’s counsel, ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire, at (▇▇▇) ▇▇▇-▇▇▇▇. Please notify me immediately if any of the information disclosed in your answers changes. Please answer all questions. Indicate “none” or “not applicable” when appropriate. Information should be given as of the date of this Questionnaire, even if previously reported to the Company. IN ANSWERING THESE QUESTIONS, PLEASE REFER TO THE INSTRUCTIONS AT THE BEGINNING OF THIS QUESTIONNAIRE. Name of Selling Shareholder: _______________, 2014 (the “Agreement” __________________ The following instructions and such shares, the “Registrable Securities”), understands that the Company intends definitions are furnished to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities aid you in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order preparing your answers to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the ProspectusQuestionnaire.
Appears in 1 contract
Plan of Distribution. We are registering This prospectus supplement relates to the offer and sale of shares of our common stock issued pursuant to the selling stockholders an at-the-market equity program having an aggregate gross sales price of up to permit the resale $1,250,000,000 (of these shares which $1,089,458,261 remains available for sale as of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of prospectus supplement) by and through the proceeds from the sale Sales Agents and by the selling stockholders Forward Sellers. These sales will be made pursuant to the terms of a sales agreement dated December 17, 2021, as amended, that we entered into with our Operating Partnership, the Sales Agents, the Forward Sellers and the Forward Purchasers. The sales, if any, of shares of our common stock made under the sales agreement may be made in negotiated transactions, including block trades, or transactions that are deemed to be “at-the-market” offerings, as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers’ transactions on the NYSE, the existing trading market for shares of our common stock. We will bear all fees and expenses incident , or sales made to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted a market maker at market prices prevailing at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prices related to prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected As an agent, none of the Sales Agents and the Forward Sellers will engage in transactions, which may involve crosses or block transactionsany transactions that stabilize the price of shares of our common stock. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions sales agreement contemplates that, in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform addition to the requirements issuance and sale by us of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of our common stock to or through underwritersthe relevant Sales Agent, broker-dealers we may enter into separate confirmations with each of the Forward Purchasers. If we enter into a confirmation with any Forward Purchaser, we expect that the Forward Purchaser or agentsan affiliate will attempt to borrow and sell, through its affiliated Forward Seller, as applicable, shares of our common stock to hedge such underwritersForward Purchaser’s exposure under such confirmation, broker-dealers in accordance with the mutually accepted instructions related to such confirmation. Neither the Sales Agents nor the Forward Sellers are required to sell any specific number or agents may receive commissions in dollar amount of shares of our common stock but, subject to the form terms and conditions of discountsthe sales agreement, concessions or commissions from each of the selling stockholders or commissions from purchasers Sales Agents and the Forward Sellers has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell all of the shares of our common stock for whom they may act so designated by us (if acting as our sales agent) and all of the borrowed shares (if acting as agent or for the relevant Forward Purchaser). The shares of our common stock offered and sold through the Sales Agents and by the Forward Sellers pursuant to whom they may sell as principal. Such commissions the sales agreement will be offered and sold through only one Sales Agent or by one Forward Seller on any given trading day. We will report at least quarterly in amounts our periodic filings or, to the extent required by applicable law and SEC interpretations thereof, a prospectus supplement, the number of shares of our common stock sold to or through the Sales Agents and by the Forward Sellers under the at-the-market program and the net proceeds to us in connection with such sales. The offering of shares of our common stock pursuant to the sales agreement will terminate upon the earlier of (i) the sale of shares of our common stock subject to the sales agreement (including shares sold by us to or through the Sales Agents and borrowed shares sold by the Forward Sellers) and any terms agreement having an aggregate gross sales price of $1,250,000,000 (of which $1,089,458,261 remains available for sale as of the date of this prospectus supplement) and (ii) the termination of the sales agreement by us, the Sales Agents, the Forward Sellers or the Forward Purchasers as permitted therein. Because there is no minimum offering amount contemplated by the sales agreement, commissions and net proceeds to us from the sale of shares of our common stock under this prospectus supplement and the accompanying prospectus, if any, are not determinable at this time. We estimate that the total expenses of this offering payable by us, excluding discounts and commissions under the sales agreement, will be negotiatedapproximately $250,000. To the extent shares of our common stock with an aggregate offering price of at least $50,000,000 have not been offered and sold during the thirty-six-month period beginning May 3, but2024, except as set forth in a supplement we have agreed to this Prospectus, reimburse the Sales Agents and the Forward Purchasers up to $200,000 in the case aggregate for their reasonable out of an agency transaction pocket expenses, including the reasonable fees and disbursements of counsel retained by such parties. However, as described below under “—Sales by Forward Sellers,” we will not be initially receive any proceeds from any sales of our common stock by a Forward Seller in excess of connection with a customary brokerage commission in compliance with FINRA Rule 5110confirmation. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior pursuant to the date the registration statementsales agreement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all each of the warrants or shares of common stock owned by them and, if they default in Sales Agents and the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Forward Sellers may be deemed to be an “underwritersunderwriter” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them their compensation may be deemed to be underwriting commissions or discounts compensation under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) rules of the Securities Act will be subject SEC. We have agreed to provide indemnification and contribution to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some statesSales Agents, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, Forward Sellers and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders Forward Purchasers against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock Common Stock previously issued to and the selling stockholders shares of Common Stock issuable upon exercise of the warrants to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock Common Stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of to cover short sales entered into made after the date this Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · sales pursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling stockholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates. The undersigned holder of shares of hereby provides the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant following information to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” represents and warrants that such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.information is accurate:
Appears in 1 contract
Sources: Registration Rights Agreement (Apollo Resources International Inc)
Plan of Distribution. We are registering the shares of Class A common stock issued to the selling stockholders to permit the resale of these shares of Class A common stock by the holders of the shares of common stock selling stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Class A common stock. We will bear all fees and expenses incident to our obligation to register the shares of Class A common stock. The selling stockholders may sell all or a portion of the shares of Class A common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Class A common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Class A common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ● broker-dealers may agree with the a selling stockholders securityholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · ● a combination of any such methods of sale; and · ● any other method permitted pursuant to applicable law. The selling stockholders may also may resell all or a portion sell shares of the shares in open market transactions in reliance upon Class A common stock under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under amended (the “Securities Act”), if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of Class A common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of Class A common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of Class A common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of Class A common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Class A common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of Class A common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of Class A common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of Class A common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Class A common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of Class A common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act shares of Class A common stock is made, a prospectus supplement, if required, will be subject to distributed, which will set forth the prospectus delivery requirements aggregate amount of shares of Class A common stock being offered and the terms of the Securities Act and may be subject to certain statutory liabilities ofoffering, including but not limited tothe name or names of any broker-dealers or agents, Sections 11any discounts, 12 commissions and 17 of other terms constituting compensation from the Securities Act selling stockholders and Rule 10b-5 under the Securities Exchange Act of 1934any discounts, as amended, commissions or the Exchange Actconcessions allowed or re-allowed or paid to broker-dealers. Each selling stockholder has informed the Company us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale shares of Class A common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name in violation of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transactionapplicable securities laws. In no event shall any broker-dealer receive fees, commissions and markups, markups which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of Class A common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Class A common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of Class A common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Class A common stock by the selling stockholder stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Class A common stock to engage in market-making activities with respect to the shares of Class A common stock. All of the foregoing may affect the marketability of the shares of Class A common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Class A common stock. We will pay all expenses of the registration of the shares of Class A common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect (or we are in compliance with the current public information requirement under Rule 144) or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. Once sold under the registration statement, of which this prospectus forms a part, the shares of Class A common stock will be freely tradable in the hands of persons other than our affiliates. Selling Stockholder Notice and Questionnaire The undersigned holder beneficial owner of shares common stock (the “Registrable Securities”) of the common stock, par value $.001 per share, of Torchlight Energy ResourcesLightPath Technologies, Inc., a Nevada Delaware corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities Securities, in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”)) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectusrelated prospectus. Holders Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the Prospectusrelated prospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (Lightpath Technologies Inc)
Plan of Distribution. We are registering the shares of common stock issued to for resale by the selling stockholders to permit the resale and certain transferees a total of these _________ shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectusCommon Stock. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of If the shares of common stock beneficially owned by them and offered hereby from time Common Stock are sold through broker-dealers or agents, the selling stockholder will be responsible for any compensation to time directly or through one or more underwriters, such broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders will sell their shares of Common Stock subject to the following: ● all or a portion of the shares of Common Stock beneficially owned by the selling stockholders or their perspective pledgees, donees, transferees or successors in interest, may be sold on the over-the-counter markets, any national securities exchange or quotation service on which the shares of our Common Stock may be listed or quoted at the time of sale, in the over-the counter market, in privately negotiated transactions, through the writing of options, whether such options are listed on an options exchange or otherwise, short sales or in a combination of such transactions; ● each sale may be made at the market price prevailing at the time of such sale, at negotiated prices, at fixed prices or at carrying prices determined at the time of sale; ● some or all of the shares of Common Stock may be sold through one or more broker-dealers or agents and may involve crosses, block transactions or hedging transactions. The selling stockholders may enter into hedging transactions with broker-dealers or agents, which may in turn engage in short sales of the Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver shares of Common Stock to close out short positions or loan or pledge shares of Common Stock to broker-dealers or agents that in turn may sell such shares; and ● in connection with such sales through one or more broker-dealers or agents, such broker-dealers or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and may receive commissions from the purchasers of the shares of Common Stock for whom they act as broker-dealer or agent or to whom they sell as principal (which discounts, concessions or commissions as to particular broker-dealers or agents may be in excess of those customary in the types of transaction involved). Any broker-dealer or agent participating in any such sale may be deemed to be an “underwriter” within the meaning of the Securities Act and will be required to deliver a copy of this prospectus to any person who purchases any share of Common Stock from or through such broker-dealer or agent. We have been advised that, as of the date hereof, none of the selling stockholders have made any arrangements with any broker-dealer or agent for the sale of their shares of common stock. The selling stockholder and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any profits realized by the selling stockholders and any commissions paid, or any discounts or concessions allowed to, to any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning In addition, any shares of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing Common Stock covered by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, which qualify for sale pursuant to Rule 424(b) 144 may be sold under the Securities Act, disclosing (i) the name of each such Rule 144 rather than pursuant to this prospectus. A selling stockholder and of the participating broker-dealer(s)may also transfer, (ii) the number of shares involved, (iii) the price at which such devise or gift the shares of common stock were soldCommon Stock by other means not covered in this prospectus in which case the transferee, (iv) devisee or giftee will be the selling stockholder under this prospectus. If required at the time a particular offering of the shares of Common Stock is made, a prospectus supplement or, if appropriate, a post-effective amendment to the shelf registration statements of which this prospectus is a part, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay bear all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, Common Stock including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with the state securities or of “blue sky” laws; provided, however, that each . The selling stockholder stockholders will pay all underwriting discounts and selling commissionscommissions and expenses, brokerage fees and transfer taxes, as well as the fees and disbursements of counsel to and experts for the selling stockholders, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreement, agreement or the selling stockholders stockholder will be entitled to contribution. We may will be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, securities purchase agreement or we may will be entitled to contribution. The undersigned holder Once sold under this shelf registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the common stock, par value $.001 per share, hands of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant persons other than our affiliates. __________________________ Attn: _____________ Ladies and Gentlemen: Reference is made to a those certain Securities Purchase Agreement by and among the Company and the Purchasers named thereinSubscription Agreements, dated as of _______________, 2014 (collectively, the “Agreement” ”), by and such sharesamong PEDEVCO Corp., a Texas corporation (the “Company”), and the purchasers named on the signature pages thereto (collectively, and including permitted transferees, the “Registrable SecuritiesHolders”), understands that pursuant to which the Company intends is issuing to file with the Holders units (the “Units”) comprised of (i) one share (the “Shares”) of its common stock, (the “Common Stock”) and (ii) warrants (the “Warrants”) to purchase one share of Common Stock at an exercise price of $1.00 per share (the “Warrant Shares”). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time and the conditions set forth in this letter are satisfied), subject to any stop transfer instructions that we may issue to you from time to time, if any, to (i) issue, promptly following the date hereof, certificates representing the Shares (or the Warrant Shares upon exercise of the Warrants) bearing the legend set forth herein below, in the names of the Holders and the number of Shares (or Warrant Shares, if applicable) as set forth in the attachments delivered herewith, and to deliver such certificates within six (6) business days after the date hereof to the address for each such Holder as set forth on such attachments delivered herewith, and (ii) issue certificates representing shares of Common Stock upon transfer or resale of the Shares (or Warrant Shares, if applicable), which certificates shall or shall not bear the legend set forth herein below as described below. You acknowledge and agree that so long as you have received (a) written confirmation from the Company’s legal counsel that a registration statement covering resales of the Shares (or Warrant Shares, if applicable) has been declared effective by the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration StatementCommission”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), a copy of such registration statement and any other documents reasonably requested by you from the applicable Holder (and provided that you have not received written instruction from the Company or its legal counsel that such registration statement has been suspended or is no longer effective), (b) written confirmation from the Company’s legal counsel that the Shares (or Warrant Shares, if applicable) are eligible for sale in conformity with Rule 144 under the Securities Act (“Rule 144”) and customary documentation from a Holder and its broker with respect to a sale pursuant to Rule 144, or (c) written confirmation from the Company’s legal counsel that the Shares (or Warrant Shares, if applicable) are eligible for sale without the requirement that the Company be in compliance with the current public information requirements of Rule 144 and without other restriction in conformity with Rule 144, then, unless otherwise required by law, within three (3) business days of your receipt of certificate of Common Stock and documentation required pursuant to clause (a) or (b) above, as applicable, or a request from a Holder for the issuance of an unlegended certificate in the event that you have received the written confirmation set forth in clause (c) above, you shall issue the certificates representing the Shares (or Warrant Shares, if applicable) registered in the names of the Registrable Securities purchaser of such Shares or the Holder, as the case may be, and such certificates shall not bear any legend restricting transfer of the Shares (or Warrant Shares, if applicable) thereby and should not be subject to any stop-transfer restriction. All certificates representing the Shares (or Warrant Shares, if applicable) issued pursuant to the instruction set forth in clause (i) of the second paragraph of this letter shall bear the following legend (and, solely to the extent instructed to you by the Company or its legal counsel, a customary “affiliates” legend), and, in the event that you have not received the documentation required pursuant to clause (a), (b) or (c) of the immediately preceding paragraph, then the certificates representing any shares of Common Stock issued pursuant to the instruction set forth in clause (ii) of the second paragraph of this letter shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. Please be advised that the Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder is a third party beneficiary to these instructions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with the terms of the Agreement these instructions. Very truly yours, PEDEVCO CORP. By:_______________________________________________ Name: Title: Acknowledged and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.Agreed: By: _________________________________ Name: _______________________________ Title: ________________________________ Date:________________________________ Broker Signature: Broker Name : Date: Branch Manager Signature: Branch Manager Name : Date: OSJ Signature: OSJ Name : Date:
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock issued to upon conversion of the selling stockholders Series A Convertible Preferred Stock to permit the resale of these shares of common stock by the holders of the shares of common stock Common Stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders may also may resell all or a portion sell shares of the shares in open market transactions in reliance upon common stock under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for transfer the shares of common stock by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the [Series A Convertible Preferred Stock, warrants or or] shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and in each case together with the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity Person to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the common stock, par value $.001 per share, hands of Torchlight Energy Resources, Inc., a Nevada corporation persons other than our affiliates. This Subscription Escrow Agreement (the “Company”"Escrow Agreement"), issued pursuant to a certain Securities Purchase Agreement dated as of the effective date (the "Effective Date") set forth on Schedule 1 attached hereto ("Schedule 1"), by and among the Company and the Purchasers named therein, dated as of _______________, 2014 corporation identified on Schedule 1 (the “Agreement” and such shares"Issuer"), the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement corporation identified on Form S-1 Schedule 1 (the “Registration Statement”"Depositor") for the registration and the resale under Rule 415 of the Securities Act of 1933Delaware Trust Company, as amended escrow agent hereunder (the “Securities Act”"Escrow Agent"), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 1 contract
Sources: Securities Purchase Agreement (TFF Pharmaceuticals, Inc.)
Plan of Distribution. We are registering may offer and sell the securities in any one or more of the following ways: ● to or through underwriters, brokers or dealers; ● directly to one or more other purchasers; ● through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction; ● through agents on a best-efforts basis; ● in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on the Nasdaq Capital Market or sales made through a market maker other than on an exchange or other similar offerings through sales agents; or ● otherwise through any other method permitted by applicable law or a combination of any of the above methods of sale. In addition, we may enter into option, share lending or other types of transactions that require us to deliver shares of Common Stock to an underwriter, broker or dealer, who will then resell or transfer the shares of common stock issued Common Stock under this prospectus. We may also enter into hedging transactions with respect to the selling stockholders to permit the resale of these shares of common stock by the holders our securities. For example, we may: ● enter into transactions involving short sales of the shares of common stock Common Stock by underwriters, brokers or dealers; ● sell shares of Common Stock short and deliver the shares to close out short positions; ● enter into option or other types of transactions that require the delivery of shares of Common Stock to an underwriter, broker or dealer, who will then resell or transfer the shares of Common Stock under this prospectus; or ● loan or pledge the shares of Common Stock to an underwriter, broker or dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares. We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by or borrowed from time us or others to time after settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the date of applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. We Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. Each time we sell securities, we will not receive provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale of the securities. Any prospectus supplement will also set forth the terms of the offering, including: ● the purchase price of the securities and the proceeds we will receive from the sale by the selling stockholders of the shares of common stock. We will bear all fees securities; ● any underwriting discounts and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all other items constituting underwriters’ compensation; ● any public offering or a portion of the shares of common stock beneficially owned by them purchase price and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting any discounts or commissions allowed or agent’s commissions. The shares of common stock re-allowed or paid to dealers; ● any commissions allowed or paid to agents; ● any other offering expenses; ● any securities exchanges on which the securities may be sold listed; ● the method of distribution of the securities; ● the terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers; and ● any other information we think is important. ● at a fixed price or prices, which may be changed; ● at market prices prevailing at the time of sale; ● at prices related to such prevailing market prices; ● at varying prices determined at the time of sale; or ● at negotiated prices. Such sales may be effected: ● in transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, ; ● in transactions in the over-the-counter market or market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in which the broker-broker or dealer solicits purchasers; · block trades in which the broker-dealer so engaged will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade; · purchases ● through the writing of options; or ● through other types of transactions. The securities may be offered to the public either through underwriting syndicates represented by a broker-dealer as principal and resale one or more managing underwriters or directly by one or more of such firms. If underwriters or dealers are used in the sale, the securities will be acquired by the brokerunderwriters or dealers for their own account. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers to purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discount or concession allowed or re-dealer for its account; · an exchange distribution allowed or paid by underwriters or dealers to other dealers may be changed from time to time. The securities may be sold directly by us or through agents designated by us from time to time. Any agent involved in accordance with the rules offer or sale of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement securities in respect of which this prospectus is delivered will be named, and any commissions payable to such agent will be set forth in, the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a part; · broker-dealers best efforts basis for the period of its appointment. Offers to purchase the securities offered by this prospectus may agree be solicited, and sales of the securities may be made by us directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination securities. The terms of any such methods of sale; and · any other method permitted pursuant offer made in this manner will be included in the prospectus supplement relating to applicable lawthe offer. The selling stockholders also may resell all or a portion Some of the shares underwriters, dealers or agents used by us in open market any offering of securities under this prospectus may be customers of, engage in transactions with, and perform services for us or affiliates of ours in reliance upon Rule 144 the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, as permitted and to be reimbursed for certain expenses. Subject to any restrictions relating to debt securities in bearer form, any securities initially sold outside the United States may be resold in the United States through underwriters, dealers or otherwise. Any underwriters to which offered securities are sold by us for public offering and sale may engage in transactions that rulestabilize, maintain or Section 4(1) under otherwise affect the Securities Actprice of the Common Stock during and after this offering, if availablebut those underwriters will not be obligated to do so and may discontinue any market making at any time. Specifically, rather the underwriters may over-allot or otherwise create a short position in the securities for their own accounts by selling more securities than under this prospectus, provided that they meet have been sold to them by us. The underwriters may elect to cover any such short position by purchasing securities in the criteria and conform open market or by exercising the over-allotment option granted to the requirements underwriters. In addition, the underwriters may stabilize or maintain the price of those provisionsthe securities by bidding for or purchasing securities in the open market and may impose penalty bids. Broker-dealers engaged by the If penalty bids are imposed, selling stockholders may arrange for concessions allowed to syndicate members or other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions participating in the form offering are reclaimed if securities previously distributed in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of discountsthese transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of the securities to the extent that it discourages resales of the securities. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on the Nasdaq Capital Market or otherwise and, concessions or commissions from if commenced, may be discontinued at any time. In connection with this offering, the underwriters and selling stockholders or commissions from purchasers group members may also engage in passive market making transactions in our securities. Passive market making consists of displaying bids on the Nasdaq Capital Market limited by the prices of independent market makers and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the SEC limits the amount of net purchases that each passive market maker may make and the displayed size of each bid. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time. We are subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares of common stock for whom they securities offered in this prospectus by any person. The anti-manipulation rules under the Exchange Act may act as agent or apply to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, sales of shares in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions market and to return borrowed shares in connection with such short salesthe activities of us. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such Any broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock securities may be deemed to be an “underwritersunderwriter” within the meaning of Section 2(11) of the Securities Act in connection with respect to any securities such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement entity sells pursuant to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under To comply with the securities laws of some states, if applicable, the shares of common stock securities may be sold in such states these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock securities may not be sold unless such shares they have been registered or qualified for sale in such state or an exemption from registration or qualification requirements is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 1 contract
Sources: Equity Distribution Agreement
Plan of Distribution. We are registering the shares of common stock issued to issuable upon exercise of the selling stockholders warrants to permit the resale of these shares of common stock by the holders of the shares of common stock warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; in the following methods when selling shares: · over-the-counter market; in transactions otherwise than on these exchanges or systems or in the over-the- counter market; through the writing of options, whether such options are listed on an options exchange or otherwise; ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Sources: Subscription Agreement (SMTC Corp)
Plan of Distribution. We are registering the shares of common stock previously issued to and the selling stockholders shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · • on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; • in the over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · • agreements between broker-dealers may agree with and the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders may also may resell all or a portion sell shares of the shares in open market transactions in reliance upon common stock under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for transfer the shares of common stock by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto stock will be freely tradable in the Agreement. In order to sell or otherwise dispose hands of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 1 contract
Sources: Registration Rights Agreement (GRANDPARENTS.COM, Inc.)
Plan of Distribution. We are registering the ordinary shares of common stock issued to the selling stockholders shareholders to permit the resale of these shares of common stock by the holders of the shares of common stock selling shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockordinary shares. We will bear all fees and expenses incident to our obligation to register the shares of common stockordinary shares. The Each selling stockholders may sell all or a portion shareholder of the ordinary shares and any of common stock beneficially owned by them their pledgees, assignees and offered hereby successors-in-interest may, from time to time directly time, sell any or through one all of their ordinary shares covered hereby on The NASDAQ Global Market or more underwritersany other stock exchange, broker-dealers market or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service trading facility on which the securities shares are traded or in private transactions. These sales may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The A selling stockholders shareholder may use any one or more of the following methods when selling shares: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • an underwritten public offering in which one or more underwriters participate; • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part, to the extent permitted by law; · • in transactions through broker-dealers may that agree with the selling stockholders shareholders to sell a specified number of such shares at a stipulated price per share; · • put or call options transactions or through the writing or settlement of standardized or over-the-counter options or other hedging or derivative transactions, whether such options are listed on through an options exchange or otherwise; · • by pledge to secure debts and other obligations; • a combination of any such methods of sale; and · or • any other method permitted pursuant to applicable law. To the extent required by law, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution, which amended or supplemented prospectus may include the following information to the extent required by law: • the terms of the offering; • the names of any underwriters or agents; • the purchase price of the ordinary shares; • any delayed delivery arrangements; • any underwriting discounts and other items constituting underwriters’ compensation; • any initial public offering price; and • any discounts or concessions allowed or reallowed or paid to dealers. The selling stockholders shareholders may also may resell all or a portion of the sell ordinary shares in open market transactions in reliance upon under Rule 144 under the Securities ActAct of 1933, as permitted by that ruleamended, or Section 4(1) under the Securities Act, if available, rather than under this prospectus. If underwriters are used in the sale, provided that the ordinary shares will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. In connection with any such underwritten sale of ordinary shares, underwriters may receive compensation from the selling shareholders, for whom they meet may act as agents, in the criteria and conform form of discounts, concessions or commissions. If the selling shareholders use an underwriter or underwriters to effectuate the sale of ordinary shares, we and/or they will execute an underwriting agreement with those underwriters at the time of sale of those ordinary shares. To the extent required by law, the names of the underwriters will be set forth in a supplement to this prospectus or, if appropriate, a post-effective amendment to the requirements registration statement that includes this prospectus, used by the underwriters to sell those securities. The obligations of the underwriters to purchase those provisionsordinary shares will be subject to certain conditions precedent, and unless otherwise specified in a prospectus or a prospectus supplement, the underwriters will be obligated to purchase all the ordinary shares offered by such prospectus or prospectus supplement if any of such ordinary shares are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Broker-dealers engaged by the selling stockholders shareholders may arrange for other brokerbrokers-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, brokerBroker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions discounts from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act shareholders (or, if any broker-dealer acts as agent or to whom they may sell as principal. Such commissions will be for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 51102440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440-1. From time to time, one or more of the selling shareholders may pledge, hypothecate or grant a security interest in some or all of the ordinary shares owned by them. The pledgees, secured parties, or persons to whom the shares have been hypothecated will, upon foreclosure, be deemed to be selling shareholders. The number of a selling shareholder’s ordinary shares offered under this prospectus will decrease as and when it takes such actions. The plan of distribution for that selling shareholder’s ordinary shares will otherwise remain unchanged. In connection with sales the sale of the ordinary shares of common stock or otherwiseinterests therein, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the ordinary shares of common stock in the course of hedging in the positions they assume. The selling stockholders shareholders may also sell the ordinary shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus these securities to close out their short positions and or to return borrowed shares in connection with such short sales. The selling stockholders may also , or loan or pledge the ordinary shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawthese securities. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders shareholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock ordinary shares made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shareholders may also sell ordinary shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant through agents. We will name any agent involved in the offer or sale of such shares and will list commissions payable to this these agents in a prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amendingsupplement, if necessaryrequired. These agents will be acting on a best efforts basis to solicit purchases for the period of their appointment, the list of selling stockholders to include the pledgee, transferee or other successors unless we state otherwise in interest as selling stockholders under this prospectusany required prospectus supplement. The selling stockholders also shareholders may transfer sell ordinary shares directly to purchasers. In this case, they may not engage underwriters or agents in the offer and donate sale of such shares. A selling shareholder which is an entity my elect to make a pro rata in-kind distribution of the ordinary shares to its members, partners or shareholders. In such event we may file a prospectus supplement to the extent required by law in order to permit the distributees to use the prospectus to resell the ordinary shares acquired in the distribution. A selling shareholder which is an individual may make gifts of ordinary shares covered hereby. Such donees may use the prospectus to resell the shares of common stock in other circumstances in which case the transfereesor, if required by law, we may file a prospectus supplement naming such donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer dealers or agents participating that are involved in selling the distribution of the ordinary shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any discounts, commissions paid, or any discounts or concessions allowed to, any received by such broker-dealer dealers or agent agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder shareholder has informed the Company us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transactionordinary shares. In no event shall any underwriter or broker-dealer receive fees, commissions and markups, markups which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available We are required to pay certain fees and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant expenses incurred by us incident to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by itshares. We will have agreed to indemnify the selling stockholders shareholders against certain losses, claims, damages and liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or and the selling stockholders will shareholders may be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil certain losses, claims, damages and liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of selling shareholders will be subject to the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 prospectus delivery requirements of the Securities Act including Rule 172 thereunder unless an exemption therefrom is available. We agreed to use our reasonable best efforts keep the registration statement of 1933which this prospectus is a part effective until the earlier of (i) the date on which the shares may be resold by the selling shareholders without registration and without regard to any volume restrictions by reason of under Rule 144 under the Securities Act or any other rule of similar effect, (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect or (iii) two years from the date the registration statement of which this prospectus is a part was declared effective by the SEC, provided that such two year period is subject to extension for the number of days that the effectiveness of the registration statement of which this prospectus is a part is suspended. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale of ordinary shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the ordinary shares for the applicable restricted period, as amended (defined in Regulation M, prior to the “Securities Act”), commencement of the Registrable Securities in accordance with distribution. In addition, the terms selling shareholders will be subject to applicable provisions of the Agreement Exchange Act and a related Registration Rights Agreement (the “Registration Rights Agreement”)rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of ordinary shares by the selling shareholders or any other person. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose We will make copies of any Registrable Securities pursuant this prospectus available to the Registration Statement, selling shareholders and have informed them of the need to deliver a holder copy of Registrable Securities generally will be required this prospectus to be named as a selling stockholder in each purchaser at or prior to the related prospectus or a supplement thereto (as so supplemented, time of the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities sale (including pursuant to by compliance with Rule 172 under the Securities Act) and ). There can be bound by the provisions no assurance that any selling shareholder will sell any or all of the Agreement (including certain indemnification provisionsordinary shares registered pursuant to the registration statement, as of which this prospectus forms a part. In addition, there can be no assurances that any selling shareholder will not transfer, devise or gift the ordinary shares by other means not described below)in this prospectus. Holders must also complete and deliver Once sold under the registration statement, of which this Notice and Questionnaire in order to prospectus forms a part, the ordinary shares will be named as selling stockholders freely tradable in the Prospectus. Holders hands of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 1 contract
Sources: Registration Rights Agreement (Jazz Pharmaceuticals PLC)
Plan of Distribution. We are registering the shares of common stock previously issued to and the selling stockholders shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , • on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; • in the following methods when selling shares: · over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales; • sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · • broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates. The undersigned holder of shares of the common stock, par value $.001 0.001 per share, of Torchlight Energy ResourcesMetalico, Inc., a Nevada Delaware corporation (the “Company”), ) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________March 27, 2014 2008 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 S-3 (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described belowin the Plan of Distribution attached to the Registration Rights Agreement). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten five (105) Trading Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement and the Prospectus.
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock previously issued to and the selling stockholders shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , • on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; • in the following methods when selling shares: · over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales; • sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · • broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the common stockhands of persons other than our affiliates. March , par value $.001 per share2007 American Stock Transfer & Trust Company 5▇ ▇▇▇▇▇▇ ▇▇▇▇ – P▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: I▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of Torchlight Energy ResourcesMarch 21, Inc.2007 (the “Agreement”), by and among Toreador Resources Corporation, a Nevada Delaware corporation (the “Company”), issued and the investors named on the Schedule of Buyers attached thereto (collectively, the “Holders”), pursuant to a certain Securities Purchase Agreement by and among which the Company and is issuing to the Purchasers named therein, dated as of _______________, 2014 Holders shares (the “Agreement” and such sharesCommon Shares”) of Common Stock of the Company, par value $0.15625 per share (the “Registrable SecuritiesCommon Stock”) and (ii) warrants (the “Warrants”), understands that the Company intends which are exercisable to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 purchase shares of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of Common Stock. As required by the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration StatementHolders’ representations and covenants contained inn Section 2(g) of the Agreement, a holder this letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”Company at such time), deliver the Prospectus subject to purchasers of Registrable Securities (including pursuant any stop transfer instructions that we may issue to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisionsyou from time to time, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.if at all:
Appears in 1 contract
Sources: Securities Purchase Agreement (Toreador Resources Corp)
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion and/or redemption of the selling stockholders convertible notes and upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock convertible notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , • on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; • in the following methods when selling shares: · over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales; • sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · • broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible notes, or warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates. The undersigned holder of shares of hereby provides the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant following information to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” represents and warrants that such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.information is accurate:
Appears in 1 contract
Sources: Registration Rights Agreement (Allied Defense Group Inc)
Plan of Distribution. We are registering the shares offered by this prospectus on behalf of common stock issued to the selling stockholders to permit the resale of these stockholders. The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock by the holders of the or interests in shares of common stock from time to time received after the date of this prospectus. We will not receive prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the their shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the interests in shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange stock exchange, market or quotation service trading facility on which the securities shares are traded or in private transactions. These dispositions may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the saleprevailing market price, at varying prices determined at the time of sale, or at negotiated prices. These sales To the extent any of the selling stockholders gift, pledge or otherwise transfer the shares offered hereby, such transferees may be effected offer and sell the shares from time to time under this prospectus, provided that this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act to include the name of such transferee in transactions, which may involve crosses or block transactionsthe list of selling stockholders under this prospectus. The selling stockholders may use any one or more of the following methods when selling sharesdisposing of shares or interests therein: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent agent, but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · short sales; · through the writing or settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partoptions or other hedging transactions, whether through an options exchange or otherwise; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell may, from time to time, pledge or grant a security interest in some or all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may act as agent offer and sell the shares of common stock, from time to time, under this prospectus, or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement under an amendment to this Prospectusprospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110interest as selling stockholders under this prospectus. In connection with sales the sale of the shares of our common stock or otherwiseinterests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in the positions they assume. The selling stockholders may also sell shares of our common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus these securities to close out their short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also positions, or loan or pledge shares of the common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawthese securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, The aggregate proceeds to the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales from the sale of our the common stock made prior to offered by them will be the date purchase price of the registration statementcommon stock less discounts or commissions, if any. Each of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders mayreserves the right to accept and, together with their agents from time to time, pledge to reject, in whole or grant a security interest in some part, any proposed purchase of common stock to be made directly or all through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants. The selling stockholders also may resell all or shares a portion of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus in open market transactions in reliance upon Rule 144 under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, provided that they meet the list criteria and conform to the requirements of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectusthat rule. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transfereesmight be, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating dealers that act in connection with the distribution sale of the shares of common stock may be securities will be, deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions paid, or any discounts or concessions allowed to, any received by such broker-dealer or agent dealers and any profit on the resale of the shares purchased securities sold by them may while acting as principals will be deemed to be underwriting discounts or commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within To the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if extent required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of our common stock were to be sold, (iv) the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions paid or discounts or concessions allowed with respect to such brokera particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-dealer(s), where applicable, (v) effective amendment to the registration statement that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in includes this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under order to comply with the securities laws of some states, if applicable, the shares of common stock may be sold in such states these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have it has been registered or qualified for sale in such state or an exemption from registration or qualification requirements is available and is complied with. There can We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be no assurance supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that any selling stockholder will sell any or all participates in transactions involving the sale of the shares of common stock registered pursuant to the shelf registration statementagainst certain liabilities, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of including liabilities arising under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant have agreed to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities ActAct and state securities laws, that may arise from any written information furnished relating to us the registration of the shares offered by this prospectus. We have agreed with the selling stockholders specifically for use in to keep the registration statement that includes this prospectus, prospectus effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the related registration rights agreements, statement that contains this prospectus or we (2) the date on which the shares may be entitled sold without registration or restriction pursuant to contribution. The undersigned holder of shares Rule 144 of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant Securities Act. [________________] [________________] [________________] Attn: _________________ Ladies and Gentlemen: Reference is made to a that certain Securities Purchase Agreement by and among the Company and the Purchasers named thereinAgreement, dated as of _______________, 2014 2015 (the “Agreement” ”), by and such sharesamong Nephros, Inc. a Delaware corporation (the “Company”), and the purchasers named on the signature pages thereto (collectively, the “Registrable SecuritiesHolders”), understands that pursuant to which the Company intends is issuing to file with the Securities and Exchange Commission a registration statement on Form S-1 Holders shares (the “Registration StatementShares”) for the registration and the resale under Rule 415 of Common Stock of the Securities Act of 1933Company, as amended par value $0.001 per share (the “Securities ActCommon Stock”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement warrants (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “ProspectusWarrants”), deliver which are exercisable for shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions transfer agent of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement Company at such time and the Prospectus. Holders of Registrable Securities conditions set forth in this letter are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.satisfied):
Appears in 1 contract
Plan of Distribution. We are registering the common shares issuable upon (i) conversion of common stock issued to the selling stockholders convertible notes and (ii) exercise of the warrants, in each case, to permit the resale of these common shares of common stock by the holders of the shares of common stock thereof from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockshares. We will bear all fees and expenses incident to our obligation to register the shares of common stockshares. The selling stockholders shareholders may sell all or a portion of the common shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the common shares of common stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The common shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · sales pursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders shareholders effect such transactions by selling common shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the common shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the common shares of common stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the common shares of common stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell common shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver common shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge common shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible notes, warrants or common shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the common shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the common shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it common shares is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of common shares being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the common shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the common shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the common shares of common stock by the selling stockholder shareholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the common shares of common stock to engage in market-making activities with respect to the shares of common stockshares. All of the foregoing may affect the marketability of the common shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockshares. We will pay all expenses of the registration of the common shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the common shares will be freely tradable in the hands of persons other than our affiliates. This Questionnaire is to be completed, signed and faxed to S▇▇▇▇ ▇▇▇▇▇▇▇, Esquire at (▇▇▇) ▇▇▇-▇▇▇▇ by no later than fifteen (15) calendar days after the Trigger Date, by the person or entity indicated on the cover of this Questionnaire (the “Selling Shareholder”) whose common shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued Company are being registered pursuant to a certain Securities Purchase Agreement Registration Statement on Form S-3. Retain a duplicate copy for your files. If you do not return the Questionnaire by and among the Company and foregoing deadline, your shares may not be included in the Purchasers named thereinRegistration Statement. If you are uncertain about any of the following questions as they apply to your situation, dated please supply all relevant facts. Include separate sheets with details if necessary. If you have any questions, please call Workstream’s counsel, S▇▇▇▇ ▇▇▇▇▇▇▇, Esquire, at (▇▇▇) ▇▇▇-▇▇▇▇. Please notify me immediately if any of the information disclosed in your answers changes. Please answer all questions. Indicate “none” or “not applicable” when appropriate. Information should be given as of the date of this Questionnaire, even if previously reported to the Company. IN ANSWERING THESE QUESTIONS, PLEASE REFER TO THE INSTRUCTIONS AT THE BEGINNING OF THIS QUESTIONNAIRE. Name of Selling Shareholder: _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.__________________
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock issued to on behalf of the selling stockholders to permit the resale of these stockholders. A “selling stockholder” is a person named on page ___ and also includes any donee, pledgee, transferee, assignee, distributee or other successor-in-interest selling shares of common stock by the holders of the shares of common stock from time to time received after the date of this prospectus. We will not receive any of the proceeds prospectus from the a selling stockholder as a gift, pledge, partnership or limited liability company distribution or other non-sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockrelated transfer. The selling stockholders may sell all or a portion of the offer their shares of common stock beneficially owned by them and offered hereby from time at prevailing market prices, at prices related to time the prevailing market prices, at negotiated prices or at fixed prices or in competitively bid transactions. Each selling stockholder reserves the right to accept or reject, in whole or in part, any proposed purchase of shares, whether the purchase is to be made directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any offer their shares of common stock at various times in one or more of the following methods when selling sharestransactions: · in ordinary brokerage brokers’ transactions and transactions in which the broker-dealer broker solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its accountaccount pursuant to this prospectus; · in transactions involving cross or block trades; · in transactions “at the market” to or through market makers in the common stock or into an exchange distribution existing market for the common stock; · in accordance with the rules other ways not involving market makers or established trading markets, including direct sales of the applicable shares to purchasers or sales of the shares effected through agents; · through transactions in options, swaps or other derivatives which may or may not be listed on an exchange; · in privately negotiated transactions; · settlement of in transactions to cover short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per sharein underwritten transactions; or · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · in a combination of any such methods of sale; and · any other method permitted pursuant to applicable lawthe foregoing transactions. The selling stockholders also may resell sell all or a portion of the their shares in open market transactions in reliance upon accordance with Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, Act provided that they meet the criteria and conform to the requirements of those provisionsthat rule. Broker-dealers engaged by From time to time, one or more of the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they them. If the selling stockholders default in the performance of their secured obligations, the pledgees pledges or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under by this prospectus. The selling stockholders also may transfer and donate shares in other circumstances. The number of shares beneficially owned by selling stockholders will decrease as and when the selling stockholders transfer or donate their shares or default in performing obligations secured by their shares. The plan of distribution for the shares of common stock in other circumstances in which case offered and sold under this prospectus will otherwise remain unchanged, except that the transferees, donees, pledgees pledges, other secured parties or other successors in successors-in-interest will be the selling beneficial owners stockholders for purposes of this prospectus. The selling stockholders may sell short the common stock. The selling stockholders may deliver this prospectus in connection with such short sales and use the shares offered by this prospectus to cover such short sales. The selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, the broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with the selling stockholder, including positions assumed in connection with distributions of the shares by such broker-dealers. A selling stockholder also may enter into option or transactions with broker-dealers that involve the delivery of shares to the broker-dealers, who may then resell or otherwise transfer such shares. In addition, a selling stockholder may loan or pledge shares to a broker-dealer, which may sell the loaned shares or, upon a default by the selling stockholder of the secured obligation, may sell or otherwise transfer the pledged shares. We have advised the selling stockholders that during such times as they may be engaged in a distribution of the shares, they are required to comply with Regulation M under the Securities Exchange Act. With some exceptions, Regulation M prohibits any selling stockholder, any affiliated purchasers and other persons who participate in such a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. The selling stockholders may use broker-dealers to sell their shares of common stock. If this occurs, broker-dealers will either receive discounts or commission from the selling stockholders, or they will receive commissions from the purchasers of shares of common stock for whom they acted as agents. These brokers may act as dealers by purchasing any and all of the shares covered by this prospectus either as agents for others or as principals for their own accounts and reselling these securities under the prospectus. The selling stockholders and any broker-dealer dealers or agents participating other persons acting on behalf of parties that participate in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of considered underwriters under the Securities Act in connection with such salesAct. In such eventAs such, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit profits they receive on the resale of the shares purchased by them may be deemed to be considered underwriting discounts and commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within Neither we nor any selling stockholders can presently estimate the meaning amount of Section 2(11) such compensation. As of the Securities Act will be subject date of this prospectus, we are not aware of any agreement, arrangement or understanding between any broker or dealer and any of the selling stockholders with respect to the prospectus delivery requirements offer or sale of the Securities Act and may be subject to certain statutory liabilities ofshares under this prospectus. If we become aware of any agreement, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement arrangement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) extent required under the Securities Act, disclosing (i) we will file a supplemental prospectus to disclose: · the name of each such selling stockholder and of any the participating broker-dealer(s), (ii) dealers; · the number of shares involved, (iii) ; · the price at which such the shares are to be sold; · the number of common stock were shares involved; · the price at which the shares are to be sold, (iv) ; · the commissions paid or discounts or concessions allowed to such broker-dealer(s)dealers, where applicable, (v) ; · that such the broker-dealer(s) dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and (vi) · other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any when we are notified by a selling stockholder will that a donee, pledgee, transferee, assignee, distributee or other successor-in-interest intends to sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the more than 500 shares of common stock, we will file a supplement to this prospectus. All Certain of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities agreements with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or contain reciprocal indemnification provisions between us and the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders indemnify each other against civil certain liabilities, including liabilities under the Securities Act, that which may arise from be based upon, among other things, any written information furnished untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact. We have agreed to us pay substantially all of the expenses incidental to the registration, offering and sale to the public of the shares of common stock covered by the selling stockholders specifically for use in this prospectus, in accordance with other than commissions, fees and discounts of underwriters, brokers, dealers and agents, if any. It is possible that a significant number of shares could be sold at the related registration rights agreementssame time. Such sales, or we the perception that such sales could occur, may be entitled to contributionadversely affect prevailing market prices for the common stock. This offering by any selling stockholder will terminate on the date on which the selling stockholder has sold all of such selling stockholder’s shares. The undersigned holder beneficial owner of shares of the common stock, par value $.001 0.001 per shareshare (the “Common Stock”), of Torchlight Alamo Energy Resources, Inc., a Nevada corporation Corp. (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), ) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities Securities, in accordance with the terms of the Agreement and a related Registration Rights Agreement Agreement, dated as of April ___, 2011 (the “Registration Rights Agreement”), among the Company and the Purchaser named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder securityholder in the Registration Statement and the Prospectusrelated prospectus. Holders Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder securityholder in the Registration Statement and the Prospectusrelated prospectus.
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock previously issued to and the selling stockholders shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · agreements between broker-dealers may agree with and the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders may also may resell all or a portion sell shares of the shares in open market transactions in reliance upon common stock under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for transfer the shares of common stock by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto stock will be freely tradable in the Agreement. In order to sell or otherwise dispose hands of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and securities being offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the saleprevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected at various times in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling sharestransactions, or in other kinds of transactions: · ordinary brokerage through underwriters for resale to the public or investors; · transactions on NYSE American or on any national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock may be listed or quoted at the time of sale; · in the over-the-counter market; · in private transactions and transactions in which the broker-dealer solicits purchasersotherwise than on these exchanges or systems; · block trades in which “at the broker-dealer will attempt to sell market” offerings, within the shares as agent but may position and resell a portion meaning of Rule 415(a)(4) of the block Securities Act of 1933, as principal amended, or the Securities Act, to facilitate the transactionor through a market maker or into an existing trading market, on an exchange or otherwise; · purchases by a broker-dealer as principal and resale by in connection with short sales of the broker-dealer for its accountshares; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders by pledge to sell a specified number of such shares at a stipulated price per sharesecure debt and other obligations; · through the writing or settlement of options or other hedging transactionsoptions, whether such the options are listed on an options exchange or otherwise; · in connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions in standardized or over-the-counter options; · through a combination of any such methods of salethe above transactions; and or · any other method permitted pursuant to applicable by law. The selling stockholders also We may resell all sell our securities directly to one or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rulemore purchasers, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents or through a combination of those methods. The related prospectus supplement will set forth the terms of each offering, including: · the name or names of any agents, dealers, underwriters or investors who purchase the securities; · the purchase price of the securities being offered and the proceeds we will receive from the sale; · the amount of any compensation, discounts commissions or fees to be received by the underwriters, dealer or agents; · any over-allotment options under which underwriters may purchase additional securities from us; · any discounts or concessions allowed or reallowed or paid to dealers; · any securities exchanges on which such securities may be listed; · the terms of any indemnification provisions, including indemnification from liabilities under the federal securities laws; and · the nature of any transaction by an underwriter, dealer or agent during the offering that is intended to stabilize or maintain the market price of the securities. In addition, any securities covered by this prospectus that qualify for sale pursuant to Regulation S may be sold pursuant to Regulation S rather than pursuant to this prospectus. In connection with the sale of our securities, underwriters may receive commissions compensation from us or from purchasers of our securities in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principalcommissions. Such commissions will be in amounts to be negotiatedUnderwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date agents that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating participate in the distribution of the shares of common stock our securities may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any Discounts or commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent they receive and any profit on the their resale of the shares purchased by them our securities may be deemed to be considered underwriting discounts and commissions or discounts under the Securities Act. Selling Stockholders We may agree to indemnify underwriters, dealers and agents who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged participate in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state our securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil various liabilities, including liabilities under the Securities Act, that . We may arise from any written information furnished also agree to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled contribute to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands payments that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933underwriters, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell dealers or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will agents may be required to be named make in respect of these liabilities. We may authorize dealers or other persons who act as our agents to solicit offers by various institutions to purchase our securities from us under contracts that provide for payment and delivery on a selling stockholder future date. We may enter into these contracts with commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. If we enter into these agreements concerning any series of our securities, we will indicate that in the related prospectus supplement or amendment. In connection with an offering of our securities, underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. Specifically, underwriters may over-allot in connection with the offering, creating a supplement thereto (as so supplementedsyndicate short position in our securities for their own account. In addition, the “Prospectus”)underwriters may bid for, deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisionspurchase, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders our securities in the Prospectusopen market to cover short positions or to stabilize the price of our securities. Holders of Registrable Securities who do not completeFinally, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as underwriters may reclaim selling stockholders concessions allowed for distributing our securities in the Registration Statement offering if the underwriters repurchase previously distributed securities in transactions to cover short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the Prospectus market price of our securities above independent market levels. Underwriters are not required to engage in any of these activities and (2) may not use the Prospectus for resales end any of Registrable Securitiesthese activities at any time. Certain legal consequences arise from being named as a selling stockholder Agents and underwriters may engage in transactions with, or perform services for, us and our affiliates in the Registration Statement and the Prospectus. Holders ordinary course of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectusbusiness.
Appears in 1 contract
Sources: Equity Distribution Agreement
Plan of Distribution. We are registering the shares of common stock issued to Common Stock issuable upon conversion of the selling stockholders convertible preferred shares and upon exercise of the warrants to permit the resale of these shares of common stock Common Stock by the holders of the convertible preferred shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders shareholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , ● on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; ● in the following methods when selling shares: · over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales; ● sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · ● broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · ● a combination of any such methods of sale; and · ● any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders shareholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible preferred shares or warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto Common Stock will be freely tradable in the Agreement. In order to sell or otherwise dispose hands of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 1 contract
Sources: Securities Purchase Agreement (Stratus Media Group, Inc)
Plan of Distribution. We are registering the shares of common stock Common Stock issued to the selling stockholders and issuable upon exercise of the warrants issued to the selling stockholders to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock Common Stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · • through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-Broker dealers engaged by the selling stockholders may arrange for other broker-broker dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 51102440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock Common Stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stockCommon Stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (88.0%). Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, any and any related legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (ImmunoCellular Therapeutics, Ltd.)
Plan of Distribution. We are registering the ordinary shares of common stock issued to the selling stockholders shareholders to permit the resale of these shares of common stock by the holders of the shares of common stock selling shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockordinary shares. We will bear all fees and expenses incident to our obligation to register the shares of common stockordinary shares. The Each selling stockholders may sell all or a portion shareholder of the ordinary shares and any of common stock beneficially owned by them their pledgees, assignees and offered hereby successors-in-interest may, from time to time directly time, sell any or through one all of their ordinary shares covered hereby on The NASDAQ Global Market or more underwritersany other stock exchange, broker-dealers market or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service trading facility on which the securities shares are traded or in private transactions. These sales may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The A selling stockholders shareholder may use any one or more of the following methods when selling shares: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • an underwritten public offering in which one or more underwriters participate; • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part, to the extent permitted by law; · • in transactions through broker-dealers may that agree with the selling stockholders shareholders to sell a specified number of such shares at a stipulated price per share; · • put or call options transactions or through the writing or settlement of standardized or over-the-counter options or other hedging or derivative transactions, whether such options are listed on through an options exchange or otherwise; · • by pledge to secure debts and other obligations; • a combination of any such methods of sale; and · or • any other method permitted pursuant to applicable law. To the extent required by law, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution, which amended or supplemented prospectus may include the following information to the extent required by law: • the terms of the offering; • the names of any underwriters or agents; • the purchase price of the ordinary shares; • any delayed delivery arrangements; • any underwriting discounts and other items constituting underwriters’ compensation; • any initial public offering price; and • any discounts or concessions allowed or reallowed or paid to dealers. The selling stockholders shareholders may also may resell all or a portion of the sell ordinary shares in open market transactions in reliance upon under Rule 144 under the Securities ActAct of 1933, as permitted by that ruleamended, or Section 4(1) under the Securities Act, if available, rather than under this prospectus. If underwriters are used in the sale, provided that the ordinary shares will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. In connection with any such underwritten sale of ordinary shares, underwriters may receive compensation from the selling shareholders, for whom they meet may act as agents, in the criteria and conform form of discounts, concessions or commissions. If the selling shareholders use an underwriter or underwriters to effectuate the sale of ordinary shares, we and/or they will execute an underwriting agreement with those underwriters at the time of sale of those ordinary shares. To the extent required by law, the names of the underwriters will be set forth in a supplement to this prospectus or, if appropriate, a post-effective amendment to the requirements registration statement that includes this prospectus, used by the underwriters to sell those securities. The obligations of the underwriters to purchase those provisionsordinary shares will be subject to certain conditions precedent, and unless otherwise specified in a prospectus or a prospectus supplement, the underwriters will be obligated to purchase all the ordinary shares offered by such prospectus or prospectus supplement if any of such ordinary shares are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Broker-dealers engaged by the selling stockholders shareholders may arrange for other brokerbrokers-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, brokerBroker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions discounts from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act shareholders (or, if any broker-dealer acts as agent or to whom they may sell as principal. Such commissions will be for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 51102440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440-1. From time to time, one or more of the selling shareholders may pledge, hypothecate or grant a security interest in some or all of the ordinary shares owned by them. The pledgees, secured parties, or persons to whom the shares have been hypothecated will, upon foreclosure, be deemed to be selling shareholders. The number of a selling shareholder’s ordinary shares offered under this prospectus will decrease as and when it takes such actions. The plan of distribution for that selling shareholder’s ordinary shares will otherwise remain unchanged. In connection with sales the sale of the ordinary shares of common stock or otherwiseinterests therein, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the ordinary shares of common stock in the course of hedging in the positions they assume. The selling stockholders shareholders may also sell the ordinary shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus these securities to close out their short positions and or to return borrowed shares in connection with such short sales. The selling stockholders may also , or loan or pledge the ordinary shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawthese securities. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders shareholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock ordinary shares made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shareholders may also sell ordinary shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant through agents. We will name any agent involved in the offer or sale of such shares and will list commissions payable to this these agents in a prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amendingsupplement, if necessaryrequired. These agents will be acting on a best efforts basis to solicit purchases for the period of their appointment, the list of selling stockholders to include the pledgee, transferee or other successors unless we state otherwise in interest as selling stockholders under this prospectusany required prospectus supplement. The selling stockholders also shareholders may transfer sell ordinary shares directly to purchasers. In this case, they may not engage underwriters or agents in the offer and donate sale of such shares. A selling shareholder that is an entity may elect to make a pro rata in-kind distribution of the ordinary shares to its members, partners or shareholders. In such event we may file a prospectus supplement to the extent required by law in order to permit the distributees to use the prospectus to resell the ordinary shares acquired in the distribution. A selling shareholder which is an individual may make gifts of ordinary shares covered hereby. Such donees may use the prospectus to resell the shares of common stock in other circumstances in which case the transfereesor, if required by law, we may file a prospectus supplement naming such donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer dealers or agents participating that are involved in selling the distribution of the ordinary shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any discounts, commissions paid, or any discounts or concessions allowed to, any received by such broker-dealer dealers or agent agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder shareholder has informed the Company us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transactionordinary shares. In no event shall any underwriter or broker-dealer receive fees, commissions and markups, markups which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available We are required to pay certain fees and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant expenses incurred by us incident to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by itshares. We will have agreed to indemnify the selling stockholders shareholders against certain losses, claims, damages and liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or and the selling stockholders will shareholders may be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil certain losses, claims, damages and liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of selling shareholders will be subject to the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 prospectus delivery requirements of the Securities Act including Rule 172 thereunder unless an exemption therefrom is available. We agreed to use our reasonable best efforts keep the registration statement of 1933which this prospectus is a part effective until the earlier of (i) the date on which the shares may be resold by the selling shareholders without registration and without regard to any volume restrictions by reason of under Rule 144 under the Securities Act or any other rule of similar effect, (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect or (iii) two years from the date the registration statement of which this prospectus is a part was declared effective by the SEC, provided that such two year period is subject to extension for the number of days that the effectiveness of the registration statement of which this prospectus is a part is suspended. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale of ordinary shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the ordinary shares for the applicable restricted period, as amended (defined in Regulation M, prior to the “Securities Act”), commencement of the Registrable Securities in accordance with distribution. In addition, the terms selling shareholders will be subject to applicable provisions of the Agreement Exchange Act and a related Registration Rights Agreement (the “Registration Rights Agreement”)rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of ordinary shares by the selling shareholders or any other person. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose We will make copies of any Registrable Securities pursuant this prospectus available to the Registration Statement, selling shareholders and have informed them of the need to deliver a holder copy of Registrable Securities generally will be required this prospectus to be named as a selling stockholder in each purchaser at or prior to the related prospectus or a supplement thereto (as so supplemented, time of the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities sale (including pursuant to by compliance with Rule 172 under the Securities Act) and ). There can be bound by the provisions no assurance that any selling shareholder will sell any or all of the Agreement (including certain indemnification provisionsordinary shares registered pursuant to the registration statement, as of which this prospectus forms a part. In addition, there can be no assurances that any selling shareholder will not transfer, devise or gift the ordinary shares by other means not described below)in this prospectus. Holders must also complete and deliver Once sold under the registration statement, of which this Notice and Questionnaire in order to prospectus forms a part, the ordinary shares will be named as selling stockholders freely tradable in the Prospectus. Holders hands of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 1 contract
Sources: Transaction Agreement and Plan of Merger (Horizon Pharma, Inc.)
Plan of Distribution. We are registering may sell the shares securities being offered hereby, from time to time, by one or more of common stock issued the following methods: · to or through underwriting syndicates represented by managing underwriters; · through one or more underwriters without a syndicate for them to offer and sell to the selling stockholders public; · through dealers or agents; · in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to permit or through a market maker or into an existing trading market on an exchange or otherwise; · in block trades; and · to investors directly in negotiated sales or in competitively bid transactions. In addition, we may issue the resale securities as a dividend or distribution or in a subscription rights offering to our existing shareholders or other security holders. In some cases, we or dealers acting with us or on our behalf also may purchase securities and reoffer them to the public by one or more of the methods described above. This prospectus may be used in connection with any offering of our securities through any of these shares methods or other methods described in the applicable prospectus supplement. Any underwriter, agent or dealer involved in the offer and sale of common stock by the holders any series of the shares of common stock securities will be named in the prospectus supplement. We may distribute the securities from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through in one or more underwriterstransactions: · at fixed prices, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock which may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted changed; · at market prices prevailing at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, ; · at varying prices determined at the time of sale, ; or · at negotiated prices. These sales may be effected in transactionsEach prospectus supplement will set forth the manner and terms of an offering of securities, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling sharesincluding: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchaserswhether that offering is being made to underwriters or through agents or directly; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position rules and resell a portion of the block as principal to facilitate the transactionprocedures for any auction or bidding process, if used; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated securities’ purchase price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of saleinitial public offering price; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion the proceeds we anticipate from the sale of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110securities. In connection with sales of the shares of common stock or otherwiseaddition, the selling stockholders we may enter into derivative or hedging transactions with broker-dealers third parties, or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock securities not covered by this prospectus to close out short positions and to return borrowed shares third parties in privately negotiated transactions. In connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn a transaction, the third parties may sell such shares, to the extent permitted securities covered by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell and pursuant to this prospectus (and an applicable prospectus supplement or pricing supplement, as supplemented or amended to reflect such transaction)the case may be. Notwithstanding the foregoingIf so, the selling stockholders have been advised that they third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We also may loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement or pricing supplement, as the case may be. In compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker or dealer may not use shares registered on this registration statement exceed 8% of the aggregate amount of the securities offered pursuant to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by and any applicable prospectus supplement. If we use underwriters in the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in sale of some or all of the warrants securities covered by this prospectus, the underwriters will acquire the securities for their own account. The underwriters may resell the securities, either directly to the public or shares to securities dealers, at various times in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of common stock owned by them andsale. The obligations of the underwriters to purchase the securities will be subject to conditions. Unless indicated otherwise in a prospectus supplement, the underwriters will be obligated to purchase all the securities of the series offered if any of the securities are purchased. Any initial public offering price and any concessions allowed or reallowed to dealers may be changed intermittently. Unless otherwise indicated in the applicable prospectus supplement, when securities are sold through an agent, the designated agent will agree, for the period of its appointment as agent, to use its best efforts to sell the securities for our account and will receive commissions from us as will be set forth in the applicable prospectus supplement. Securities bought in accordance with a redemption or repayment under their terms also may be offered and sold, if they default so indicated in the performance applicable prospectus supplement, in connection with a remarketing by one or more firms acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amendingits agreement, if necessaryany, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer with us and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest its compensation will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating described in the distribution of the shares of common stock prospectus supplement. Remarketing firms may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act underwriters in connection with such salesthe securities they remarket. In such eventIf so indicated in the applicable prospectus supplement, any commissions paidwe will authorize agents, underwriters or any discounts or concessions allowed to, any such broker-dealer or agent dealers to solicit offers by specified institutions to purchase securities at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and any profit delivery on a future date specified in the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Actprospectus supplement. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act These contracts will be subject only to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information those conditions set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, forth in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this applicable prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amendedsupplement, and the rules and regulations thereunder, including, without limitation, Regulation M prospectus supplement will set forth the commissions payable for the solicitation of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contributioncontracts. We may be indemnified by the selling stockholders against civil liabilitiessell offered securities directly as principal for our own account, including liabilities under the Securities Act, that may arise from without involving any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, underwriters or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectusagents.
Appears in 1 contract
Sources: Sales Contracts
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders shareholder and issuable upon conversion of the notes to permit the resale of these shares of common stock by the holders of the shares of common stock and notes from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders shareholder may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders shareholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · • on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; • in the over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · • broker-dealers may agree with the a selling stockholders securityholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.•
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock that may be issued by us from time to time to Aperture under the selling stockholders Purchase Agreement to permit the resale of these shares of common stock after the issuance thereof by the holders of the shares of common stock selling stockholder from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders stockholder may decide not to sell any shares of common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by them it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If , who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares of common stock are sold through underwriters or for whom they may act as agent. In effecting sales, broker-dealers, dealers that are engaged by the selling stockholders will stockholder may arrange for other broker-dealers to participate. Aperture is an “underwriter” within the meaning of the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of common stock by the selling stockholder may also be responsible for deemed to be “underwriters,” and any profits on the sale of the shares of common stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Aperture has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, Aperture has not entered into any agreement, arrangement or commissions understanding with any particular broker-dealer or agent’s commissionsmarket maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that may participate in the resale of the shares. Because Aperture is, and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act, Aperture will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market in accordance with the rules of such market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders stockholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The In addition, the selling stockholders also stockholder may transfer the shares of common stock by other means not described in this prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholder (and, if they act as agent for the purchaser of such shares, from such purchaser). Aperture has informed us that each such broker-dealer will receive commissions from Aperture which will not exceed customary brokerage commissions. Broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell all such shares from time to time in one or a portion more transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above and pursuant to the one or more of the methods described above) at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares in open market transactions in reliance upon Rule 144 commissions computed as described above. To the extent required under the Securities Act, as permitted by that rulean amendment to this prospectus or a supplemental prospectus will be filed, or Section 4(1) under disclosing: · the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements name of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other any such broker-dealers to participate in sales. If dealers; · the selling stockholders effect number of shares involved; · the price at which such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts are to be negotiated, but, except as set forth in a supplement to this Prospectus, in sold; · the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock paid or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers discounts or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery concessions allowed to such broker-dealer dealers, where applicable; · that such broker-dealers did not conduct any investigation to verify the information set out or other financial institution of shares offered incorporated by reference in this prospectus, which shares such broker-dealer or as supplemented; and · other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior facts material to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SECtransaction. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder Aperture has informed the Company us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any the selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The selling stockholder and any other person participating in such the sale or distribution of the shares of common stock will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any of the shares of common stock by by, the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making and certain other activities with respect to the shares of common stock. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the shares of common stock in the market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will have agreed to pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue skyBlue Sky” laws; provided, however, that each selling stockholder Aperture will pay all underwriting discounts and selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and any legal certain other expenses incurred by itassociated with the sale of the shares of common stock. We will have agreed to indemnify the selling stockholders Aperture and certain other persons against certain liabilitiesliabilities in connection with the offering of shares of common stock offered hereby, including some liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Aperture has agreed to indemnify us against liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders Aperture specifically for use in this prospectusprospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in accordance respect of such liabilities. At any time a particular offer of the shares of common stock is made by the selling stockholder, a revised prospectus or prospectus supplement, if required, will be distributed. Such prospectus supplement or post-effective amendment will be filed with the related registration rights agreements, or we Securities and Exchange Commission to reflect the disclosure of any required additional information with respect to the distribution of the shares of common stock. We may be entitled to contribution. The undersigned holder suspend the sale of shares by the selling stockholder pursuant to this prospectus for certain periods of time for certain reasons, including if the common stockprospectus is required to be supplemented or amended to include additional material information. EXHIBIT B TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF FIXED REQUEST NOTICE Reference is made to the Common Stock Purchase Agreement dated as of August 23, par value $.001 per share, of Torchlight Energy Resources2017 (the “Purchase Agreement”) between Humanigen, Inc., a Nevada corporation organized and existing under the laws of the State of Delaware (the “Company”), issued pursuant to and Aperture Healthcare Ventures Ltd., a certain Securities Purchase Agreement by corporation organized and among existing under the Company laws of Ontario, Canada. Capitalized terms used and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto given such terms in the Purchase Agreement. In accordance with and pursuant to Section 3.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Fixed Amount Requested (if Alternative Fixed Amount Requested not selected) (dollar amount): $ Alternative Fixed Amount Requested Cap (if Alternative Fixed Amount Requested is selected) (number of shares): Pricing Period start date: Pricing Period end date: Threshold Price (calculated per defined term): Settlement Dates: On behalf of the Company, the undersigned hereby certifies to the Investor that (i) the above Fixed Amount Requested does not exceed the Maximum Fixed Amount Requested determined in accordance with Section 3.2 of the Purchase Agreement, (ii) the sale of Shares pursuant to this Fixed Request Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which, when aggregated with all purchases made by the Investor pursuant to all prior Fixed Request Notices issued under the Purchase Agreement, would exceed the Aggregate Limit, (iii) to the Company’s Knowledge, the sale of Shares pursuant to this Fixed Request Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which would cause the aggregate number of shares of Common Stock then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates to exceed the Ownership Limitation, (iv) as of the date hereof, the Company does not possess any material non-public information, and (v) the Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to the date hereof and shall perform, satisfy and comply in all material respects with all covenants, agreements and conditions required by the Purchase Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to each applicable settlement date, including without limitation, delivery of all certificates and bring down opinions required to be delivered by the Purchase Agreement. Dated: By: Name Title: Address: Facsimile No. By: Name Title: EXHIBIT C TO THE COMMON STOCK PURCHASE AGREEMENT CERTIFICATE OF THE COMPANY The undersigned, the Chief Executive Officer of Humanigen, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of August 23, 2017 (the “Agreement”), by and between the Company and Aperture Healthcare Ventures Ltd., a corporation organized and existing under the laws of Ontario, Canada (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.):
Appears in 1 contract
Plan of Distribution. We are registering The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock previously issued and the shares of common stock issued to issuable upon exercise of the selling stockholders to permit the resale of these warrants or interests in shares of common stock by the holders of the shares of common stock from time to time received after the date of this prospectus. We will not receive prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of the proceeds from the sale by the selling stockholders of the their shares of common stock. We will bear all fees and expenses incident to our obligation to register the stock or interests in shares of common stockstock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The selling stockholders may sell all or a portion of the their shares of our common stock beneficially owned by them and offered hereby from time pursuant to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions this prospectus at fixed prices, at prevailing market prices at the time of sale, at prices related to the saleprevailing market price, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling sharesdisposing of shares or interests therein: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent agent, but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · • short sales; • through the writing or settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partoptions or other hedging transactions, whether through an options exchange or otherwise; · • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell may, from time to time, pledge or grant a security interest in some or all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwisewarrants owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in the positions they assume. The selling stockholders may also sell shares of our common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus these securities to close out their short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also positions, or loan or pledge shares of the common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawthese securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, The aggregate proceeds to the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales from the sale of our the common stock made prior to offered by them will be the date purchase price of the registration statementcommon stock less discounts or commissions, if any. Each of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders mayreserves the right to accept and, together with their agents from time to time, pledge to reject, in whole or grant a security interest in some or all of the warrants or shares part, any proposed purchase of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees to be made directly or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or through agents. We will not receive any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under proceeds from this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectusoffering. The selling stockholders and any underwriters, broker-dealer dealers or agents participating that participate in the distribution sale of the shares of common stock or interests therein may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such salesAct. In such eventAny discounts, commissions, concessions or profit they earn on any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts and commissions or discounts under the Securities Act. Selling Stockholders stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed To the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if extent required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of our common stock were to be sold, (iv) the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions paid or discounts or concessions allowed with respect to such brokera particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-dealer(s), where applicable, (v) effective amendment to the registration statement that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in includes this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under order to comply with the securities laws of some states, if applicable, the shares of common stock may be sold in such states these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have it has been registered or qualified for sale in such state or an exemption from registration or qualification requirements is available and is complied with. There can We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be no assurance supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that any selling stockholder will sell any or all participates in transactions involving the sale of the shares of common stock registered pursuant to the shelf registration statementagainst certain liabilities, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of including liabilities arising under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant have agreed to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities ActAct and state securities laws, that may arise from any written information furnished relating to us the registration of the shares offered by this prospectus. We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until such time as the shares offered by the selling stockholders specifically for use in this prospectus, have been effectively registered under the Securities Act and disposed of in accordance with such registration statement, the related registration rights agreements, shares offered by the selling stockholders have been disposed of pursuant to Rule 144 under the Securities Act or we the shares offered by the selling stockholders may be entitled resold pursuant to contributionRule 144 without restriction or limitation (including without the requirement to be in compliance with Rule 144(c)(1)) or another similar exemption under the Securities Act. The undersigned holder beneficial owner of shares of the common stock, $0.001 par value $.001 per shareshare (the “Common Stock”), of Torchlight Energy ResourcesZIOPHARM Oncology, Inc., a Nevada corporation Inc. (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), ) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities Securities, in accordance with the terms of the Agreement and a related Registration Rights Agreement Agreement, dated as of November 11, 2018 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. The purpose of this Questionnaire is to facilitate the filing of the Registration Statement under the Act that will permit you to resell the Registrable Securities in the future. The information supplied by you will be used in preparing the Registration Statement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related Prospectus. Holders Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related Prospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (Ziopharm Oncology Inc)
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders preferred shares to permit the resale of these the underlying shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders securityholders of the shares of common stocksecurities. We will bear all fees and expenses incident to our obligation to register the preferred shares and shares of common stock. The selling stockholders securityholders may sell all or a portion of the shares of common stock securities beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock securities are sold through underwriters or broker-dealers, the selling stockholders securityholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock securities may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , • on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; • in the following methods when selling shares: · over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · settlement of • short sales entered into after sales; • pursuant to Rule 144 under the effective date of the registration statement of which this prospectus is a partSecurities Act; · • broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders securityholders effect such transactions by selling the preferred shares or shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders securityholders or commissions from purchasers of the preferred shares or shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock any securities or otherwise, the selling stockholders securityholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock securities in the course of hedging in positions they assume. The selling stockholders securityholders may also sell shares of common stock securities short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock securities covered by this prospectus to close out short positions and to return borrowed shares in connection with such short salespositions. The selling stockholders securityholders may also loan or pledge shares of common stock securities to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawsecurities. The selling stockholders securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants preferred shares or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders securityholders to include the pledgee, transferee or other successors in interest as selling stockholders securityholders under this prospectus. The selling stockholders securityholders also may transfer and donate the preferred shares or shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders securityholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event1933 Act, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities 1933 Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it securities is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of securities being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling securityholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock securities may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the preferred shares and shares of common stock may not be sold unless such preferred shares or shares of common stock have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any The selling stockholder will securityholders may choose not to sell any or may choose to sell less than all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder securityholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange 1934 Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder securityholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the preferred shares and shares of common stock pursuant to the registration rights agreement, estimated to be $ in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder securityholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders securityholders against certain liabilities, including some liabilities under the Securities 1933 Act, in accordance with a the registration rights agreementagreements, or the selling stockholders securityholders will be entitled to contribution. We may be indemnified by the selling stockholders securityholders against civil liabilities, including liabilities under the Securities 1933 Act, that may arise from any written information furnished to us by the selling stockholders securityholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the common stockhands of persons other than our affiliates. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Dated as of , par value $.001 per share2005 ACT Teleconferencing, of Torchlight Energy ResourcesInc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Suite 300 Golden, Colorado 80401 Ladies and Gentlemen: This letter agreement sets forth the terms and conditions on which Dolphin Advisors, LLC, a Delaware limited liability company (the “Manager”), will provide ACT Teleconferencing, Inc., a Nevada Colorado corporation (the “Company”), issued pursuant to a with certain Securities Purchase Agreement by financial and among the Company and the Purchasers named thereinmanagement consulting services. Accordingly, dated we have agreed as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.follows:
Appears in 1 contract
Sources: Securities Purchase Agreement (Act Teleconferencing Inc)
Plan of Distribution. We are registering Except as set forth below, the shares of common stock issued undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item (3) pursuant to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders Shelf Registration Statement only as follows if at all): such Registrable Securities may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby be sold from time to time directly by the undersigned or alternatively, through one or more underwriters, broker-dealers or agents. If the shares of common stock Registrable Securities are sold through underwriters or broker-dealers, the selling stockholders Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock Such Registrable Securities may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These Such sales may be effected in transactions, transactions (which may involve crosses or block transactions. The selling stockholders may use ) (i) on any one national securities exchange or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in quotation service on which the brokerRegistrable Securities may be listed or quoted at the time of sale, (ii) in the over-dealer solicits purchasers; · block trades the-counter market, (iii) in which transactions otherwise than on such exchanges or services, or in the brokerover-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a brokerthe-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · counter market, or (iv) through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110options. In connection with sales of the shares of common stock Registrable Securities or otherwise, the selling stockholders undersigned may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short Registrable Securities and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus Registrable Securities to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also positions, or loan or pledge shares of common stock Registrable Securities to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawsecurities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or State any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of exceptions here: _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, 2014 particularly Regulation M thereunder (the “Agreement” and such shares, the “Registrable Securities”or any successor rules or regulations), understands that the Company intends to file in connection with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 any offering of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, a holder the undersigned agrees to promptly notify the Company of Registrable Securities generally will be required to be named as a selling stockholder any inaccuracies or changes in the related prospectus or a supplement thereto (as so supplementedinformation provided. herein that may occur subsequent to the date hereof at anytime while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. By signing below, the “Prospectus”), deliver undersigned consents to the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions disclosure of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire information contained herein in order its answers to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement items (1) will not be named as selling stockholders through (6) above and the inclusion of such information in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Shelf Registration Statement and the Prospectusrelated prospectus. Holders The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Shelf Registration Statement and the Prospectusrelated prospectus.
Appears in 1 contract
Plan of Distribution. We are registering The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock previously issued and the shares of common stock issued to issuable upon exercise of the selling stockholders to permit the resale of these warrants or interests in shares of common stock by the holders of the shares of common stock from time to time received after the date of this prospectus. We will not receive prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of the proceeds from the sale by the selling stockholders of the their shares of common stock. We will bear all fees and expenses incident to our obligation to register the stock or interests in shares of common stockstock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The selling stockholders may sell all or a portion of the their shares of our common stock beneficially owned by them and offered hereby from time pursuant to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions this prospectus at fixed prices, at prevailing market prices at the time of sale, at prices related to the saleprevailing market price, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling sharesdisposing of shares or interests therein: · • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · • block trades in which the broker-dealer will attempt to sell the shares as agent agent, but may position and resell a portion of the block as principal to facilitate the transaction; · • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · • an exchange distribution in accordance with the rules of the applicable exchange; · • privately negotiated transactions; · • short sales; • through the writing or settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partoptions or other hedging transactions, whether through an options exchange or otherwise; · • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · • a combination of any such methods of sale; and · • any other method permitted pursuant to applicable law. The selling stockholders also may resell may, from time to time, pledge or grant a security interest in some or all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwisewarrants owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in the positions they assume. The selling stockholders may also sell shares of our common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus these securities to close out their short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also positions, or loan or pledge shares of the common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawthese securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, The aggregate proceeds to the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales from the sale of our the common stock made prior to offered by them will be the date purchase price of the registration statementcommon stock less discounts or commissions, if any. Each of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders mayreserves the right to accept and, together with their agents from time to time, pledge to reject, in whole or grant a security interest in some or all of the warrants or shares part, any proposed purchase of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees to be made directly or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or through agents. We will not receive any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under proceeds from this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectusoffering. The selling stockholders and any underwriters, broker-dealer dealers or agents participating that participate in the distribution sale of the shares of common stock or interests therein may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such salesAct. In such eventAny discounts, commissions, concessions or profit they earn on any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts and commissions or discounts under the Securities Act. Selling Stockholders stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed To the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if extent required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of our common stock were to be sold, (iv) the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions paid or discounts or concessions allowed with respect to such brokera particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-dealer(s), where applicable, (v) effective amendment to the registration statement that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in includes this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under order to comply with the securities laws of some states, if applicable, the shares of common stock may be sold in such states these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have it has been registered or qualified for sale in such state or an exemption from registration or qualification requirements is available and is complied with. There can We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be no assurance supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that any selling stockholder will sell any or all participates in transactions involving the sale of the shares of common stock registered pursuant to the shelf registration statementagainst certain liabilities, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of including liabilities arising under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant have agreed to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities ActAct and state securities laws, that may arise from any written information furnished relating to us the registration of the shares offered by this prospectus. We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until such time as the shares offered by the selling stockholders specifically for use in this prospectus, have been effectively registered under the Securities Act and disposed of in accordance with such registration statement, the related registration rights agreements, shares offered by the selling stockholders have been disposed of pursuant to Rule 144 under the Securities Act or we the shares offered by the selling stockholders may be entitled resold pursuant to contributionRule 144 without restriction or limitation (including without the requirement to be in compliance with Rule 144(c)(1)) or another similar exemption under the Securities Act. The undersigned holder beneficial owner of shares of the common stock, $0.001 par value $.001 per shareshare (the “Common Stock”), of Torchlight Energy ResourcesZIOPHARM Oncology, Inc., a Nevada corporation Inc. (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), ) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 or prospectus supplement (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities Securities, in accordance with the terms of the Agreement and a related Registration Rights Agreement Agreement, dated as of July 26, 2019 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. The purpose of this Questionnaire is to facilitate the filing of the Registration Statement under the Act that will permit you to resell the Registrable Securities in the future. The information supplied by you will be used in preparing the Registration Statement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related Prospectus. Holders Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related Prospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (Ziopharm Oncology Inc)
Plan of Distribution. We are registering the shares Common Shares issuable upon exercise of common stock issued to the selling stockholders warrants to permit the resale of these shares of common stock Common Shares by the holders of the shares of common stock warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Shares. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Shares. The selling stockholders may sell all or a portion of the shares of common stock Common Shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Common Shares may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · sales pursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Shares for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Shares in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Shares short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Shares to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Common Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Shares is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of Common Shares being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling stockholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock Common Shares registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Shares by the selling stockholder stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Shares to engage in market-making activities with respect to the shares of common stockCommon Shares. All of the foregoing may affect the marketability of the shares of common stock Common Shares and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Shares. We will pay all expenses of the registration of the shares of common stock Common Shares pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder Once sold under the shelf registration statement, of which this prospectus forms a part, the Common Shares will be freely tradable in the hands of persons other than our affiliates. This Questionnaire is to be completed, signed and faxed to ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire at (▇▇▇) ▇▇▇-▇▇▇▇ by no later than five (5) Business Days after receipt, by the person or entity indicated on the cover of this Questionnaire (the “Selling Shareholder”) whose common shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued Company are being registered pursuant to a certain Securities Purchase Agreement Registration Statement on Form S-3. Retain a duplicate copy for your files. If you do not return the Questionnaire by and among the Company and foregoing deadline, your shares may not be included in the Purchasers named thereinRegistration Statement. If you are uncertain about any of the following questions as they apply to your situation, dated please supply all relevant facts. Include separate sheets with details if necessary. If you have any questions, please call Workstream’s counsel, ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire, at (▇▇▇) ▇▇▇-▇▇▇▇. Please notify me immediately if any of the information disclosed in your answers changes. Please answer all questions. Indicate “none” or “not applicable” when appropriate. Information should be given as of the date of this Questionnaire, even if previously reported to the Company. IN ANSWERING THESE QUESTIONS, PLEASE REFER TO THE INSTRUCTIONS AT THE BEGINNING OF THIS QUESTIONNAIRE. Name of Selling Shareholder: _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.__________________
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock The Shares being offered by the holders of Selling Shareholder or its respective pledgees, donees, transferees or other successors in interest, will be sold in one or more transactions (which may involve block transactions) on the shares of common stock Nasdaq National Market or on such other market on which the Common Stock may from time to time after be trading, in privately negotiated transactions, through the date writing of this prospectus. We will not receive options on the Shares, short sales or any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockcombination thereof. The selling stockholders may sell all or a portion of sale price to the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock public may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted market price prevailing at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at a price related to such prevailing market prices at price or such other price as the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, Selling Shareholder determines from time to time, pledge . The Shares may also be sold pursuant to Rule 144. The Selling Shareholder shall have the sole and absolute discretion not to accept any purchase offer or grant a security interest in some or all make any sale of the warrants or shares of common stock owned by them and, Shares if they default in deem the performance of their secured obligationspurchase price to be unsatisfactory at any particular time. The Selling Shareholder or its respective pledgees, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgeedonees, transferee or other successors in interest interest, may also sell the Shares directly to market makers acting as selling stockholders under this prospectusprincipals and/or broker-dealers acting as agents for themselves or their customers. Brokers acting as agents for the Selling Shareholder will receive usual and customary commissions for brokerage transactions, and market makers and block purchasers purchasing the Shares will do so for their own account and at their own risk. It is possible that the Selling Shareholder will attempt to sell shares of Common Stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. There can be no assurance with all or any of the Shares offered hereby will be issued to, or sold by , the Selling Shareholder. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders Selling Shareholder and any broker-dealer brokers, dealers or agents participating in agents, upon effecting the distribution sale of any of the shares of common stock Shares offered hereby, may be deemed to be “"underwriters” within the meaning of Section 2(11) of " as that term is defined under the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, or the rules and regulations thereunder. Each selling stockholder The Selling Shareholder, alternatively, may sell all or any part of the Shares offered hereby through an underwriter. The Selling Shareholder has informed not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into. If the Company that it is not a registered broker-dealer and does not have any written or oral Selling Shareholder enters into such an agreement or understandingagreements, directly the relevant details will be set forth in a supplement or indirectly, with any person revisions to distribute the common stockthis Prospectus. Upon the Company being notified in writing by a selling stockholder the Selling Shareholder that any material arrangement has been entered into with a broker-broker or dealer for the sale of common stock Shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus supplemented Prospectus will be filed, if required, pursuant to Rule 424(b424(c) under the Securities Act, disclosing (ia) the name of each such selling stockholder and of the participating broker-dealer(s)dealer, (iib) the number of shares Shares involved, (iiic) the price at which such the shares of common stock Shares were sold, (ivd) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (ve) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectusProspectus, as supplemented, and (vif) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder 25 The Selling Shareholder and any other person persons participating in such the sale or distribution of the Shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which provisions may limit the timing of purchases and sales of any of the shares of common stock Shares by the selling stockholder and Selling Shareholder or any other participating such person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the The foregoing may affect the marketability of the shares of common stock and the ability of any person or entity Shares. The Company has agreed to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders Selling Shareholder, or its transferees or assignees, against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that or to contribute to payments the Selling Shareholder or its respective pledgees, donees, transferees or other successors in interest, may arise from be required to make in respect thereof. The Company is bearing all costs relating to the registration of the Shares (other than fees and expenses, if any, of counsel or other advisers to the Selling Shareholder). Any commissions, discounts or other fees payable to broker-dealers in connection with any written information furnished to us sale of the Shares will be borne by the selling stockholders specifically for use in this prospectusSelling Shareholder. 26 APPENDIX II Attention: PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE The undersigned, in accordance with the related registration rights agreements[AN OFFICER OF, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of OTHER PERSON DULY AUTHORIZED BY] _______________, 2014 (____________________________________ [FILL IN OFFICIAL NAME OF INDIVIDUAL OR INSTITUTION] hereby certifies that he/she [said institution] is the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 Purchaser of the Securities Act of 1933shares evidenced by the attached certificate, and as amended (the “Securities Act”)such, of the Registrable Securities sold such shares on __________________ [DATE] pursuant to and in accordance with registration statement number ____________________ [FILL IN THE NUMBER OF OR OTHERWISE IDENTIFY REGISTRATION STATEMENT] and the terms requirement of the Agreement and delivering a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related current prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire Company has been complied with in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectusconnection with such sale.
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock issued to Common Stock issuable upon conversion of the selling stockholders convertible notes and upon exercise of the warrants to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock convertible notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of to cover short sales entered into made after the date this Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · sales pursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the convertible notes, warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling stockholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates. The undersigned holder of shares of hereby provides the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant following information to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” represents and warrants that such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.information is accurate:
Appears in 1 contract
Plan of Distribution. We are registering the shares of Common Stock previously issued and the shares of common stock issued to issuable upon conversion of the selling stockholders convertible notes and upon exercise of the warrants to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock stock, the convertible notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; · sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock, convertible notes or warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “"underwriters” " within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling stockholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “"blue sky” " laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreementagreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the common stockhands of persons other than our affiliates. Pacific Stock Transfer Company Las Vegas, par value $.001 per shareNevada Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of Torchlight December __, 2006 (the "Agreement"), by and among Rancher Energy Resources, Inc.Corp., a Nevada corporation (the “"Company”"), issued and the investors named on the Schedule of Buyers attached thereto (collectively, the "Holders"), pursuant to a certain Securities Purchase Agreement by and among which the Company and is issuing to the Purchasers named therein, dated as Holders (i) convertible notes of _______________, 2014 the Company (the “Agreement” and such shares, the “Registrable Securities”"Notes"), understands which will be convertible into shares of the Company's common stock, $0.00001 par value per share (the "Common Stock"), (i) share (the "Common Shares") of Common Stock and (iii) warrants (the "Warrants"), which are exercisable to purchase shares of Common Stock. This letter shall serve as our authorization and direction to you (provided that you are the transfer agent of the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”at such time), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order subject to sell or otherwise dispose of any Registrable Securities pursuant stop transfer instructions that we may issue to the Registration Statementyou from time to time, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.if at all:
Appears in 1 contract
Sources: Securities Purchase Agreement (Rancher Energy Corp.)
Plan of Distribution. We are registering the shares of common stock issued to the selling stockholders Shares to permit the resale of these shares of common stock the Shares by the holders of the shares of common stock holder thereof from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders Selling Securityholder of the shares of common stockShares. We will bear all costs, fees and expenses incident to our obligation to register incurred in effecting the shares registration of common stockthe Shares covered by this prospectus. The selling stockholders Selling Securityholder may sell all or a portion of the shares of common stock Shares beneficially owned by them it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Shares are sold through underwriters or broker-dealers, the selling stockholders Selling Securityholder will be responsible for underwriting fees, discounts or commissions or agent’s commissions. The shares of common stock Shares may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The Selling Securityholder will act independently of us in making decisions with respect to the timing, manner and size of each sale of Shares. These sales may be effected in transactions, which may involve crosses cross or block transactions. The selling stockholders Selling Securityholder may use any one or more of the following methods when selling sharesdisposing of the Shares or interests therein: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · in block trades in which the broker-dealer will attempt to sell the shares Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · through purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · in an exchange distribution in accordance with the rules of the applicable exchange; · in privately negotiated transactions; · settlement of in short sales entered into after sales; · through the effective date distribution of the registration statement of which this prospectus is a partShares by the Selling Securityholder to its partners, members or stockholders; · through one or more underwritten offerings on a firm commitment or best efforts basis; · in sales pursuant to Rule 144 under the Securities Act; · whereby broker-dealers may agree with the selling stockholders Selling Securityholder to sell a specified number of such shares Shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · in a combination of any such methods of sale; and · in any other method permitted pursuant to applicable law. The selling In addition, a Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform pursuant to the requirements registration statement of those provisionswhich this prospectus is a part by delivering a prospectus with a plan of distribution. Broker-dealers engaged Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the selling stockholders may arrange for other broker-dealers distributees to participate use the prospectus to resell the securities acquired in salesthe distribution. If the selling stockholders effect Selling Securityholder effects such transactions by selling shares of common stock Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders Selling Securityholder or commissions from purchasers of the shares of common stock Shares for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Shares or otherwise, the selling stockholders Selling Securityholder may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Shares in the course of hedging in positions they assume. The selling stockholders Selling Securityholder may also sell shares of common stock the Shares short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Shares covered by this prospectus to close out short positions and to return borrowed shares Common Shares in connection with such short sales. The selling stockholders Selling Securityholder may also loan or pledge shares of common stock Shares to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawShares. The selling stockholders Selling Securityholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Shares owned by them it and, if they default it defaults in the performance of their its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, by amending, if necessary, the list of selling stockholders Selling Securityholders to include the pledgee, transferee or other successors in interest as selling stockholders a Selling Securityholder under this prospectus. The selling stockholders Each Selling Securityholder also may transfer and donate the shares of common stock Shares owned by it in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders Selling Securityholder and any broker-dealer or agents participating in the distribution of the shares of common stock Shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Shares is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant will be distributed which will set forth the aggregate amount of Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Securityholder and any discounts, commissions or concessions allowed or reallowed or paid to Rule 424(b) broker-dealers. The Selling Securityholder may indemnify any broker-dealer that participates in transactions involving the sale of the Shares against certain liabilities, including liabilities arising under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some statesstates of the United States, the shares of common stock Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states of the shares of common stock United States, the Shares may not be sold unless such shares Shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. The aggregate proceeds to the Selling Securityholder from the sale of the Shares offered will be the purchase price of the Shares less discounts or commissions, if any. The Selling Securityholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of Shares to be made directly or through agents. There can be no assurance that any selling stockholder the Selling Securityholder will sell any or all of the shares of common stock Shares registered pursuant to the shelf registration statement, of which this prospectus forms a parthereunder. Each selling stockholder The Selling Securityholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Shares by the selling stockholder Selling Securityholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Shares to engage in market-making activities with respect to the shares of common stockCommon Shares. All of the foregoing may affect the marketability of the shares of common stock Shares and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Shares. We will pay all expenses of the registration of the shares of common stock Shares pursuant to the registration rights agreementSubscription Agreements, including, without limitation, Securities and Exchange Commission SEC filing fees and expenses of compliance with state securities or “blue skyBlue Sky” laws; provided, however, that each selling stockholder the Selling Securityholder will pay all underwriting fees, discounts and selling commissions, if any, or commissions attributable to the sale of the Shares and any legal fees and expenses incurred by it. We will indemnify of counsel to the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contributionSelling Securityholder. We may be indemnified by the selling stockholders Selling Securityholder against civil certain liabilities, including certain liabilities under the Securities Act or the Exchange Act, that may arise from any written information furnished to us by the selling stockholders Selling Securityholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such sharesOnce sold hereunder, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto Shares will be freely tradable in the Agreement. In order to sell or otherwise dispose hands of any Registrable Securities pursuant to the Registration Statementpersons, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectusother than our affiliates.
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock issued to upon [conversion of the selling stockholders notes and issuable on exercise of the warrants] to permit the resale of these shares of common stock by the holders of [the shares of common stock notes and warrants] [from time to time time] after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby [from time to time time] [directly or or] through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders may also may resell all or a portion sell shares of the shares in open market transactions in reliance upon common stock under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for transfer the shares of common stock by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the [notes, warrants or or] shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning time a particular offering of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were soldis made, (iv) a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions paid or discounts and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and in each case together with the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity Person to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. The undersigned holder Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the common stockhands of persons other than our affiliates. This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this ____ day of February 2016, par value $.001 per share, of Torchlight Energy Resources, Inc.by and among ATOMERA INCORPORATED, a Nevada Delaware corporation formerly known as M▇▇▇▇ Technologies, Inc. (the “Company”), issued pursuant to having an address at 7▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; NATIONAL SECURITIES CORPORATION, a certain Securities Purchase Agreement by and among the Company and the Purchasers named thereinWashington corporation, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable SecuritiesPlacement Agent”), understands that the Company intends to file with the Securities having an address at having an address at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Exchange Commission a registration statement on Form S-1 SIGNATURE BANK (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities ActEscrow Agent”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”)New York State chartered bank, having an office at 2▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. All capitalized terms not otherwise herein defined herein shall have the meanings meaning ascribed thereto to them in the Agreement. In order to sell that certain Confidential Private Placement Memorandum, dated February ___, 2016, as amended or otherwise dispose of any Registrable Securities pursuant to the Registration Statementsupplemented from time-to-time, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement including all attachments, schedules and exhibits thereto (as so supplemented, the “ProspectusMemorandum”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 1 contract
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders new warrant preferred shares to permit the resale of these shares of common stock by the holders of the new warrant preferred shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock, although we will receive the exercise price of any new preferred warrants exercised by the selling stockholders. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ● broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Sources: Registration Rights Agreement (TruGolf Holdings, Inc.)
Plan of Distribution. We are registering the shares of common stock issued to on behalf of the selling stockholders to permit the resale of these stockholders. A “selling stockholder” is a person named on page ___ and also includes any donee, pledgee, transferee, assignee, distributee or other successor-in-interest selling shares of common stock by the holders of the shares of common stock from time to time received after the date of this prospectus. We will not receive any of the proceeds prospectus from the a selling stockholder as a gift, pledge, partnership or limited liability company distribution or other non-sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockrelated transfer. The selling stockholders may sell all or a portion of the offer their shares of common stock beneficially owned by them and offered hereby from time at prevailing market prices, at prices related to time the prevailing market prices, at negotiated prices or at fixed prices or in competitively bid transactions. Each selling stockholder reserves the right to accept or reject, in whole or in part, any proposed purchase of shares, whether the purchase is to be made directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any offer their shares of common stock at various times in one or more of the following methods when selling sharestransactions: · in ordinary brokerage brokers’ transactions and transactions in which the broker-dealer broker solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its accountaccount pursuant to this prospectus; · in transactions involving cross or block trades; · in transactions “at the market” to or through market makers in the common stock or into an exchange distribution existing market for the common stock; · in accordance with the rules other ways not involving market makers or established trading markets, including direct sales of the applicable exchangeshares to purchasers or sales of the shares effected through agents; · in privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partin underwritten transactions; or · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · in a combination of any such methods of sale; and · any other method permitted pursuant to applicable lawthe foregoing transactions. The selling stockholders also may resell sell all or a portion of the their shares in open market transactions in reliance upon accordance with Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, Act provided that they meet the criteria and conform to the requirements of those provisionsthat rule. Broker-dealers engaged by From time to time, one or more of the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they them. If the selling stockholders default in the performance of their secured obligations, the pledgees pledges or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under by this prospectus. The selling stockholders also may transfer and donate shares in other circumstances. The number of shares beneficially owned by selling stockholders will decrease as and when the selling stockholders transfer or donate their shares or default in performing obligations secured by their shares. The plan of distribution for the shares of common stock in other circumstances in which case offered and sold under this prospectus will otherwise remain unchanged, except that the transferees, donees, pledgees pledges, other secured parties or other successors in successors-in-interest will be the selling beneficial owners stockholders for purposes of this prospectus. We have advised the selling stockholders that during such times as they may be engaged in a distribution of the shares, they are required to comply with Regulation M under the Securities Exchange Act. With some exceptions, Regulation M prohibits any selling stockholder, any affiliated purchasers and other persons who participate in such a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. The selling stockholders may use broker-dealers to sell their shares of common stock. If this occurs, broker-dealers will either receive discounts or commission from the selling stockholders, or they will receive commissions from the purchasers of shares of common stock for whom they acted as agents. These brokers may act as dealers by purchasing any and all of the shares covered by this prospectus either as agents for others or as principals for their own accounts and reselling these securities under the prospectus. The selling stockholders and any broker-dealer dealers or agents participating other persons acting on behalf of parties that participate in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of considered underwriters under the Securities Act in connection with such salesAct. In such eventAs such, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit profits they receive on the resale of the shares purchased by them may be deemed to be considered underwriting discounts and commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within Neither we nor any selling stockholders can presently estimate the meaning amount of Section 2(11) such compensation. As of the Securities Act will be subject date of this prospectus, we are not aware of any agreement, arrangement or understanding between any broker or dealer and any of the selling stockholders with respect to the prospectus delivery requirements offer or sale of the Securities Act and may be subject to certain statutory liabilities ofshares under this prospectus. If we become aware of any agreement, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement arrangement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) extent required under the Securities Act, disclosing (i) we will file a supplemental prospectus to disclose: · the name of each such selling stockholder and of any the participating broker-dealer(s), (ii) dealers; · the number of shares involved, (iii) ; · the price at which such the shares are to be sold; · the number of common stock were shares involved; · the price at which the shares are to be sold, (iv) ; · the commissions paid or discounts or concessions allowed to such broker-dealer(s)dealers, where applicable, (v) ; · that such the broker-dealer(s) dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and (vi) · other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any when we are notified by a selling stockholder will that a donee, pledgee, transferee, assignee, distributee or other successor-in-interest intends to sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the more than 500 shares of common stock, we will file a supplement to this prospectus. All Certain of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities agreements with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or contain reciprocal indemnification provisions between us and the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders indemnify each other against civil certain liabilities, including liabilities under the Securities Act, that which may arise from be based upon, among other things, any written information furnished untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact. We have agreed to us pay substantially all of the expenses incidental to the registration, offering and sale to the public of the shares of common stock covered by the selling stockholders specifically for use in this prospectus, in accordance with other than commissions, fees and discounts of underwriters, brokers, dealers and agents, if any. It is possible that a significant number of shares could be sold at the related registration rights agreementssame time. Such sales, or we the perception that such sales could occur, may be entitled to contributionadversely affect prevailing market prices for the common stock. This offering by any selling stockholder will terminate on the date on which the selling stockholder has sold all of such selling stockholder’s shares. The undersigned holder beneficial owner of shares of the common stock, par value $.001 0.___ per shareshare (the “Common Stock”), of Torchlight Energy ResourcesBalqon Corporation, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), ) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities Securities, in accordance with the terms of the Agreement and a related Registration Rights Agreement Agreement, dated as of __________, 2008 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder securityholder in the Registration Statement and the Prospectusrelated prospectus. Holders Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder securityholder in the Registration Statement and the Prospectusrelated prospectus.
Appears in 1 contract
Plan of Distribution. We are registering the shares Ordinary Shares issuable upon conversion of common stock issued to the selling stockholders notes and exercise of the warrants to permit the resale of these shares of common stock Ordinary Shares by the holders of the shares of common stock notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares Ordinary Shares, although we will receive the exercise price of common stockany warrants not exercised by the selling shareholders on a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the shares of common stockOrdinary Shares. The selling stockholders shareholders may sell all or a portion of the shares of common stock beneficially owned Ordinary Shares held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Ordinary Shares are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock Ordinary Shares may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ● broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · ● a combination of any such methods of sale; and · ● any other method permitted pursuant to applicable law. The selling stockholders shareholders may also may resell all or a portion of the shares in open market transactions in reliance upon sell Ordinary Shares under Rule 144 promulgated under the Securities ActAct of 1933, as permitted by that rule, or Section 4(1) under the Securities Actamended, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders shareholders may arrange for transfer the Ordinary Shares by other broker-dealers to participate means not described in salesthis prospectus. If the selling stockholders shareholders effect such transactions by selling shares of common stock Ordinary Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the shares of common stock Ordinary Shares for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Ordinary Shares or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Ordinary Shares in the course of hedging in positions they assume. The selling stockholders shareholders may also sell shares of common stock Ordinary Shares short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Ordinary Shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge shares of common stock Ordinary Shares to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the notes, warrants or shares of common stock Ordinary Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock Ordinary Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the shares of common stock Ordinary Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the shares of common stock Ordinary Shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Ordinary Shares is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed, which will set forth the Securities Actaggregate amount of Ordinary Shares being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or re-allowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Ordinary Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Ordinary Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the shares of common stock Ordinary Shares registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Ordinary Shares by the selling stockholder shareholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Ordinary Shares to engage in market-making activities with respect to the shares of common stockOrdinary Shares. All of the foregoing may affect the marketability of the shares of common stock Ordinary Shares and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockOrdinary Shares. We will pay all expenses of the registration of the shares of common stock Ordinary Shares pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, Act in accordance with a the registration rights agreement, agreements or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements, agreements or we may be entitled to contribution. The undersigned holder of shares of Once sold under the common stock, par value $.001 per shareregistration statement, of Torchlight Energy Resources, Inc., which this prospectus forms a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such sharespart, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto Ordinary Shares will be freely tradable in the Agreement. In order to sell or otherwise dispose hands of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectuspersons other than our affiliates.
Appears in 1 contract
Sources: Registration Rights Agreement (Critical Metals Corp.)
Plan of Distribution. We are registering the shares of common stock issued to Common Stock issuable upon conversion of the selling stockholders convertible notes[, payment of interest on the convertible notes and upon exercise of the warrants] to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock convertible notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders shareholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts or commissions or agent’s 's commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , o on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; o in the following methods when selling shares: · over-the-counter market; o in transactions otherwise than on these exchanges or systems or in the over-the-counter market; o through the writing of options, whether such options are listed on an options exchange or otherwise; o ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · o block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · o purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · o an exchange distribution in accordance with the rules of the applicable exchange; · o privately negotiated transactions; · settlement of o short sales; o sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · o broker-dealers may agree with the selling stockholders securityholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Sources: Securities Purchase Agreement (Composite Technology Corp)
Plan of Distribution. We are registering the shares of common stock that may be issued by us from time to time to Terrapin under the selling stockholders Purchase Agreement to permit the resale of these shares of common stock after the issuance thereof by the holders of the shares of common stock selling stockholder from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders stockholder may decide not to sell any shares of common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by them it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If , who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares of common stock are sold through underwriters or for whom they may act as agent. In effecting sales, broker-dealers, dealers that are engaged by the selling stockholders will stockholder may arrange for other broker-dealers to participate. Terrapin is an “underwriter” within the meaning of the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of common stock by the selling stockholder may also be responsible for deemed to be “underwriters,” and any profits on the sale of the shares of common stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Terrapin has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, Terrapin has not entered into any agreement, arrangement or commissions understanding with any particular broker-dealer or agent’s commissionsmarket maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that may participate in the resale of the shares. Because Terrapin is, and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act, Terrapin will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market in accordance with the rules of NASDAQ; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders stockholder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders stockholder may also may resell all or a portion sell shares of the shares in open market transactions in reliance upon common stock covered by this prospectus pursuant to Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) promulgated under the Securities Act, if available, rather than under this prospectus. In addition, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders stockholder may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of transfer the shares of common stock for whom by other means not described in this prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholder (and, if they may act as agent or to whom they may sell as principalfor the purchaser of such shares, from such purchaser). Such Terrapin has informed us that each such broker-dealer will receive commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction from Terrapin which will not be in excess of a exceed customary brokerage commission commissions. Broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in compliance with FINRA Rule 5110. In connection with one or more transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the shares of common stock nature described above and pursuant to the one or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales more of the shares methods described above) at fixed prices, at prevailing market prices at the time of common stock in the course sale, at varying prices determined at the time of hedging in positions they assume. The selling stockholders may also sell shares of common stock short sale, or at negotiated prices, and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short salesresales may pay to or receive from the purchasers of such shares commissions computed as described above. The selling stockholders may also loan To the extent required under the Securities Act, an amendment to this prospectus or pledge shares a supplemental prospectus will be filed, disclosing: · the name of common stock to any such broker-dealers that in turn may sell dealers; · the number of shares involved; · the price at which such shares, shares are to be sold; · the extent permitted by applicable law. The selling stockholders may also enter into option commission paid or other transactions with broker-dealers discounts or other financial institutions or the creation of one or more derivative securities which require the delivery concessions allowed to such broker-dealer dealers, where applicable; · that such broker-dealers did not conduct any investigation to verify the information set out or other financial institution of shares offered incorporated by reference in this prospectus, which shares such broker-dealer or as supplemented; and · other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior facts material to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SECtransaction. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder Terrapin has informed the Company us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon Pursuant to a requirement of the Company being notified in writing Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount and other compensation to be received by a selling stockholder that any material arrangement has been entered into with a FINRA member or independent broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will shall not be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed greater than eight percent (8%)) of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 under the Securities Act. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any the selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The selling stockholder and any other person participating in such the sale or distribution of the shares of common stock will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any of the shares of common stock by by, the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making and certain other activities with respect to the shares of common stock. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the shares of common stock in the market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will have agreed to pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue skyBlue Sky” laws; provided, however, that each selling stockholder Terrapin will pay all underwriting discounts and selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and any legal certain other expenses incurred by itassociated with the sale of the shares of common stock. We will have agreed to indemnify the selling stockholders Terrapin and certain other persons against certain liabilitiesliabilities in connection with the offering of shares of common stock offered hereby, including some liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Terrapin has agreed to indemnify us against liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, Act that may arise from any written information furnished to us by the selling stockholders Terrapin specifically for use in this prospectusprospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in accordance respect of such liabilities. At any time a particular offer of the shares of common stock is made by the selling stockholder, a revised prospectus or prospectus supplement, if required, will be distributed. Such prospectus supplement or post-effective amendment will be filed with the related registration rights agreements, or we Securities and Exchange Commission to reflect the disclosure of any required additional information with respect to the distribution of the shares of common stock. We may be entitled to contribution. The undersigned holder suspend the sale of shares by the selling stockholder pursuant to this prospectus for certain periods of time for certain reasons, including if the common stockprospectus is required to be supplemented or amended to include additional material information. Reference is made to the Common Stock Purchase Agreement dated as of December 28, par value $.001 per share2012, of Torchlight Energy Resources(the “Purchase Agreement”) between Globalstar, Inc., a Nevada corporation organized and existing under the laws of the State of Delaware (the “Company”), issued and Terrapin Opportunity, L.P., a limited partnership organized under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to a certain Securities Section 3.1 of the Purchase Agreement by and among Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Alternative Fixed Amount Requested Cap (if Alternative Fixed Amount Requested is selected): Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: On behalf of the Company, the undersigned hereby certifies to the Investor that (i) the above Fixed Amount Requested does not exceed the Maximum Fixed Amount Requested determined in accordance with Section 3.2 of the Purchase Agreement, (ii) the sale of Shares pursuant to this Fixed Request Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which, when aggregated with all purchases made by the Investor pursuant to all prior Fixed Request Notices issued under the Purchase Agreement, would exceed the Aggregate Limit, and (iii) to the Purchasers named thereinCompany’s Knowledge, dated the sale of Shares pursuant to this Fixed Request Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which would cause the aggregate number of shares of Common Stock then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates to exceed the Ownership Limitation. Dated: GLOBALSTAR, INC. By: Name Title: Address: Facsimile No. By: Name Title: The undersigned, the [_______________] of Globalstar, 2014 Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of December 28, 2012 (the “Agreement” and such shares, the “Registrable Securities”), understands that by and between the Company intends to file with and Terrapin Opportunity, L.P., a limited partnership organized under the Securities and Exchange Commission a registration statement on Form S-1 laws of the British Virgin Islands (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities ActInvestor”), of and hereby certifies on the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement date hereof that (the “Registration Rights Agreement”). All capitalized terms not otherwise defined used herein shall without definition have the meanings ascribed thereto assigned to them in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.):
Appears in 1 contract
Plan of Distribution. We are registering may sell the shares of Class A common stock issued to the selling stockholders to permit the resale of these shares of common stock offered by the holders of the shares of common stock this prospectus from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident in one or more transactions, including without limitation: • directly to our obligation to register the shares of common stock. The selling stockholders may sell all one or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or more purchasers; • through one or more agents, including in an “at the market” offering within the meaning of Rule 415(a)(4) under the Securities Act; • to or through underwriters, broker-dealers brokers or agentsdealers; or • through a combination of any of these methods of sale. If In addition, the shares manner in which we may sell some or all of the Class A common stock are sold through underwriters or broker-dealerscovered by this prospectus includes any method permitted by law, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted including, without limitation, through: • “at the time market” offerings, within the meaning of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time Rule 415(a)(4) of the saleSecurities Act, at varying prices determined at the time to or through a market maker or into an existing trading market, on an exchange of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersotherwise; · • block trades in which the a broker-dealer will attempt to sell the shares as agent agent, but may position and or resell a portion of the block block, as principal principal, in order to facilitate the transaction; · • purchases by a broker-dealer dealer, as principal principal, and resale by the broker-dealer for its account; · an exchange distribution • ordinary brokerage transactions and transactions in accordance with the rules of the applicable exchangewhich a broker solicits purchasers; · or • privately negotiated transactions; · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers . We may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions. For example, we may: • enter into transactions with a broker-dealers dealer or other financial institutions, affiliate thereof in connection with which may in turn such broker-dealer or affiliate will engage in short sales of the Class A common stock pursuant to this prospectus, in which case such broker-dealer or affiliate may use shares of Class A common stock in the course of hedging in positions they assume. The received from us or selling stockholders may also to close out its short positions; • sell shares of Class A common stock short and if re-deliver such shares to close out the short sale shall take place after positions; • enter into options or other types of transactions that require us to deliver Class A common stock to a broker- dealer or an affiliate thereof, who will then resell or transfer the date that Class A common stock under this Registration Statement is declared effective by prospectus; or • loan or pledge the CommissionClass A common stock to a broker-dealer or an affiliate thereof, who may sell the selling stockholders may deliver loaned shares or, in an event of default in the case of a pledge, sell the pledged shares pursuant to this prospectus. The Class A common stock covered by this prospectus may be sold: • on a national securities exchange; • in the over-the-counter market; or • in transactions otherwise than on an exchange or in the over-the-counter market, or in combination. In addition, we may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus supplement or pricing supplement, as the case may be. If so, the third party may use securities borrowed from us or selling stockholders or others to settle such sales and may use securities received from us or selling stockholders to close out any related short positions and to return borrowed shares in connection with such short salespositions. The selling stockholders We may also loan or pledge shares of common stock securities covered by this prospectus and an applicable prospectus supplement to broker-dealers that in turn third parties, who may sell such sharesthe loaned securities or, to in an event of default in the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or case of a pledge, sell the creation of one or more derivative pledged securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus and the applicable prospectus supplement or pricing supplement, as the case may be. The third party in such sale transactions may be an underwriter and will be named in the applicable prospectus supplement (as supplemented or amended a post effective amendment) to reflect such transaction)the extent required. Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement A prospectus supplement with respect to cover short sales each offering of our Class A common stock made prior to will state the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all terms of the warrants offering of the Class A common stock, including: • the name or shares names of any underwriters or agents and the amounts of Class A common stock owned underwritten or purchased by them andeach of them, if they default in any; • the performance public offering price or purchase price of their secured obligations, the pledgees or secured parties may offer and sell the shares of Class A common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of and the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed net proceeds to be “received by us from the sale; • any delayed delivery arrangements; • the method of distribution; • any underwriting discounts or agency fees and other items constituting underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, ’ or agents’ compensation; • any discounts or concessions allowed to, or reallowed or paid to dealers; and • any such broker-dealer securities exchange or agent markets on which the securities may be listed. The offer and any profit on the resale sale of the shares purchased Class A common stock described in this prospectus by them us, the underwriters or the third parties described above may be deemed effected from time to be underwriting commissions time in one or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities ofmore transactions, including but not limited toprivately negotiated transactions, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, either: • at a fixed price or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Actprices, which may limit be changed; • at market prices prevailing at the timing time of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect sale; • at prices related to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person prevailing market prices; or entity to engage in market-making activities with respect to the shares of common stock• at negotiated prices. We will pay all expenses identify the specific plan of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilitiesdistribution, including some liabilities under the Securities Actany underwriters, brokers, dealers, agents or direct purchasers and their compensation in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectussupplement.
Appears in 1 contract
Sources: Distribution Agreement
Plan of Distribution. We are registering the The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock issued to the selling stockholders to permit the resale of these or interests in shares of common stock by the holders of the shares of common stock from time to time received after the date of this prospectus. We will not receive prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the their shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the interests in shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange stock exchange, market or quotation service trading facility on which the securities shares are traded or in private transactions. These dispositions may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the saleprevailing market price, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling sharesdisposing of shares or interests therein: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent agent, but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered into after sales; · through the effective date writing or settlement of the registration statement of which this prospectus is a partoptions or other hedging transactions, whether through an options exchange or otherwise; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to by applicable law. The selling stockholders also may resell may, from time to time, pledge or grant a security interest in some or all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may act as agent offer and sell the shares of common stock, from time to time, under this prospectus, or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement under an amendment to this Prospectusprospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110transferee or other successors-in-interest as selling stockholders under this prospectus. In connection with sales of The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or otherwiseother successors in interest will be the selling beneficial owners for purposes of this prospectus. In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in the positions they assume. The selling stockholders may also sell shares of our common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus these securities to close out their short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also positions, or loan or pledge shares of the common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable lawthese securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, The aggregate proceeds to the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales from the sale of our the common stock made prior to offered by them will be the date purchase price of the registration statementcommon stock less discounts or commissions, if any. Each of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders mayreserves the right to accept and, together with their agents from time to time, pledge to reject, in whole or grant a security interest in some part, any proposed purchase of common stock to be made directly or all through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants. The selling stockholders also may resell all or shares a portion of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus in open market transactions in reliance upon Rule 144 under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, provided that they meet the list criteria and conform to the requirements of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectusthat rule. The selling stockholders and any underwriters, broker-dealer dealers or agents participating that participate in the distribution sale of the shares of common stock or interests therein may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such salesAct. In such eventAny discounts, commissions, concessions or profit they earn on any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts and commissions or discounts under the Securities Act. Selling Stockholders stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed To the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if extent required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of our common stock were to be sold, (iv) the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions paid or discounts or concessions allowed with respect to such brokera particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-dealer(s), where applicable, (v) effective amendment to the registration statement that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in includes this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under order to comply with the securities laws of some states, if applicable, the shares of common stock may be sold in such states these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have it has been registered or qualified for sale in such state or an exemption from registration or qualification requirements is available and is complied with. There can be no assurance We have advised the selling stockholders that any selling stockholder will sell any or all the anti-manipulation rules of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of Regulation M under the Securities Exchange Act of 1934, as amended, 1934 may apply to sales of shares in the market and to the rules and regulations thereunder, including, without limitation, Regulation M activities of the Exchange selling stockholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act, which . The selling stockholders may limit indemnify any broker-dealer that participates in transactions involving the timing of purchases and sales of any sale of the shares of common stock by against certain liabilities, including liabilities arising under the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockSecurities Act. We will pay all expenses of the registration of the shares of common stock pursuant have agreed to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities ActAct and state securities laws, that may arise from any written information furnished relating to us the registration of the shares offered by this prospectus. We have agreed with the selling stockholders specifically for use in to keep the registration statement of which this prospectus, prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the related registration rights agreements, statement or we (2) the date on which all of the shares may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued sold without restriction pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 144 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (Mri Interventions, Inc.)
Plan of Distribution. We are registering the shares of common stock previously issued to and the selling stockholders shares of common stock issuable upon conversion of the notes and exercise of the warrants to permit the resale of these shares of common stock by the holders of the notes, commitment shares of common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock, although we will receive the exercise price of any warrants not exercised by the selling stockholders on a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● distributions to such selling stockholder’s limited partners or members; ● an exchange distribution in accordance with the rules of the applicable exchange; · ● in “at-the-market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sale made through a market maker other than on an exchange or other similar offerings through sales agents; ● privately negotiated transactions; · settlement of ● short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ● broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Sources: Registration Rights Agreement (ECD Automotive Design, Inc.)
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders notes and exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock, although we will receive the exercise price of any warrants not exercised by the selling stockholders on a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ● broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Sources: Registration Rights Agreement (Helios & Matheson Analytics Inc.)
Plan of Distribution. We are registering the shares of common stock Common Stock issued to investors pursuant to the selling stockholders Securities Purchase Agreement to permit the resale of these shares of common stock Common Stock by the holders of the shares of common stock selling shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders shareholders of the shares of common stockCommon Stock. We will bear all fees and expenses incident to our obligation to register the shares of common stockCommon Stock. The selling stockholders shareholders may sell all or a portion of the shares of common stock Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock Common Stock are sold through underwriters or broker-dealers, the selling stockholders shareholders will be responsible for underwriting discounts and commissions and brokers’ or agents’ commissions or agent’s selling commissions. The shares of common stock Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders , · on any national securities exchange or quotation service on which the securities may use any one be listed or more quoted at the time of sale; · in the following methods when selling shares: over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; · sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; · broker-dealers may agree with the selling stockholders shareholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders shareholders effect such transactions by selling shares of common stock Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders shareholders or commissions from purchasers of the shares of common stock Common Stock for whom they may act as agent or to whom they may sell as principal. Such principal (which discounts, concessions or commissions will be in amounts as to be negotiatedparticular underwriters, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not broker-dealers or agents may be in excess of a those customary brokerage commission in compliance with FINRA Rule 5110the types of transactions involved). In connection with sales of the shares of common stock Common Stock or otherwise, the selling stockholders shareholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of common stock Common Stock in the course of hedging in positions they assume. The selling stockholders shareholders may also sell shares of common stock Common Stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders shareholders may also loan or pledge shares of common stock Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the such shares of common stock Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders shareholders to include the pledgee, transferee or other successors in interest as selling stockholders shareholders under this prospectus. The selling stockholders shareholders also may transfer and donate the shares of common stock Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders shareholders and any broker-dealer or agents participating in the distribution of the shares of common stock Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such eventAct, and any commissions commission paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within At the meaning of Section 2(11) time a particular offering of the Securities Act will be subject to the prospectus delivery requirements shares of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it Common Stock is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealermade, a supplement to this prospectus will be filedsupplement, if required, pursuant to Rule 424(b) under will be distributed which will set forth the Securities Actaggregate amount of shares of Common Stock being offered and the terms of the offering, disclosing (i) including the name or names of each such selling stockholder and of the participating any broker-dealer(s)dealers or agents, (ii) any discounts, commissions and other terms constituting compensation from the number of shares involvedselling shareholders and any discounts, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed or reallowed or paid to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%)dealers. Under the securities laws of some states, the shares of common stock Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder shareholder will sell any or all of the shares of common stock Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each The selling stockholder shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock Common Stock by the selling stockholder shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock Common Stock to engage in market-making activities with respect to the shares of common stockCommon Stock. All of the foregoing may affect the marketability of the shares of common stock Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stockCommon Stock. We will pay all expenses of the registration of the shares of common stock Common Stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each a selling stockholder shareholder will pay all underwriting discounts discounts, commissions and concessions and brokers’ or agents’ commissions and concessions or selling commissionscommissions and concessions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders shareholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a the registration rights agreement, or the selling stockholders shareholders will be entitled to contribution. We may be indemnified by the selling stockholders shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders shareholder specifically for use in this prospectus, in accordance with the related registration rights agreementsagreement, or we may be entitled to contribution. The undersigned holder Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the common stockhands of persons other than our affiliates. The information contained in this questionnaire will be relied upon by PRB Energy, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation Inc. (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound its advisors. Accordingly, by the provisions of the Agreement (including certain indemnification provisionssigning this questionnaire, you represent as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.follows:
Appears in 1 contract
Plan of Distribution. We are registering have entered into a Controlled Equity OfferingSM sales agreement, or the sales agreement, with Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., or ▇▇▇▇▇▇, under which we may offer and sell shares of our common stock. Pursuant to this prospectus, we may offer and sell shares of our common stock issued having an aggregate gross sales price of up to the selling stockholders to permit the resale of these shares of common stock by the holders of the shares of common stock $75,000,000 from time to time after the date of this prospectusthrough Cantor acting as agent. We will not receive any This summary of the proceeds from the sale by the selling stockholders material provisions of the shares sales agreement does not purport to be a complete statement of common stock. We will bear all fees its terms and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or conditions and a portion copy of the shares of common stock beneficially owned sales agreement is incorporated by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales entered reference into after the effective date of the registration statement of which this prospectus is a part; · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, Form S-3 of which this prospectus forms a part. Each selling stockholder Upon delivery of a placement notice, and subject to the terms and conditions of the sales agreement, Cantor may offer and sell shares of our common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. We may instruct Cantor not to sell common stock if the sales cannot be effected at or above the price designated by us from time to time. We or Cantor may suspend or terminate the offering of our common stock upon notice and subject to other person participating conditions. We will pay Cantor commissions, in such distribution cash, for its services in acting as agent in the sale of our common stock. ▇▇▇▇▇▇ is entitled to compensation at a commission rate equal to up to 3% of the gross proceeds from each sale of our common stock. Because there is no minimum offering amount required as a condition to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse a portion of ▇▇▇▇▇▇’▇ expenses, including legal fees, in connection with this offering in (a) in an amount not to exceed $50,000 in connection with the execution of the sales agreement, (b) in an amount not to exceed $10,000 per calendar quarter thereafter payable in connection with each representation date with respect to which we are obligated to deliver a certificate to Cantor pursuant to the sales agreement for which no waiver is applicable and (c) in an amount not to exceed $25,000 for each program “refresh” (filing of a new registration statement, prospectus or prospectus supplement relating to the shares of common stock to be sold pursuant to the sales agreement and/or an amendment of the sales agreement) executed pursuant to the sales agreement. In accordance with FINRA Rule 5110 these reimbursed fees and expenses are deemed sales compensation in connection with this offering. We estimate that the total expenses for the offering under this prospectus, excluding compensation and reimbursements payable to Cantor under the terms of the sales agreement, will be subject to applicable provisions approximately $350,000. Settlement for sales of shares of common stock will initially occur on the second trading day following the date on which any sales are made, or such earlier day as is industry practice for regular-way trading, in return for payment of the Securities Exchange Act net proceeds to us. Settlement for any securities offered under this prospectus supplement on or after May 28, 2024, will occur on the first business day that is also a trading day following the date on which any sales were made in return for payment of 1934the net proceeds to us. Sales of our common stock as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and Cantor may agree upon. There is no arrangement for funds to be received in an escrow, as amendedtrust or similar arrangement. Cantor will use its commercially reasonable efforts, consistent with its normal sales and trading practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq, to solicit offers to purchase the shares of common stock under the terms and regulations thereunder, including, without limitation, Regulation M of subject to the Exchange Act, which may limit conditions set forth in the timing of purchases and sales of any agreement. In connection with the sale of the shares of common stock by on our behalf, ▇▇▇▇▇▇ will be deemed to be an “underwriter” within the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution meaning of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock Securities Act and the ability compensation of any person ▇▇▇▇▇▇ will be deemed to be underwriting commissions or entity to engage in market-making activities with respect to the shares of common stockdiscounts. We will pay all expenses of the registration of the shares of common stock pursuant have agreed to the registration rights agreementprovide indemnification and contribution to Cantor (and its partners, includingmembers, without limitationdirectors, Securities officers, employees and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders agents) against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder offering of shares of the our common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities stock pursuant to the Registration Statement, a holder sales agreement will terminate upon the termination of Registrable Securities generally will be required to be named the sales agreement as a selling stockholder permitted therein. Cantor and its affiliates may in the related future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, ▇▇▇▇▇▇ will not engage in any market making activities involving our common stock while the offering is ongoing under this prospectus. This prospectus or in electronic format may be made available on a supplement thereto (as so supplemented, website maintained by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ may distribute this prospectus electronically. Our common stock is listed on the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 Nasdaq Global Select Market under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisionstrading symbol “CDXS.” ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP is serving as our counsel in this offering. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as described below). Holders must also complete and deliver New York, New York, is counsel to Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. in connection with this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectusoffering.
Appears in 1 contract
Sources: Sales Agreement
Plan of Distribution. We are registering the shares of common stock issued to issuable upon conversion of the selling stockholders Series A Preferred Shares and exercise of the warrants to permit the resale of these shares of common stock by the holders of the shares of common stock Series A Preferred Shares and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock, although we will receive the exercise price of any Warrants not exercised by the selling stockholders on a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any , pursuant to one or more of the following methods when selling sharesmethods: · ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · ● an exchange distribution in accordance with the rules of the applicable exchange; · ● privately negotiated transactions; · settlement of ● short sales entered into made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; · ● broker-dealers may agree with the a selling stockholders security holder to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. The undersigned holder of shares of the common stock, par value $.001 per share, of Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of _______________, 2014 (the “Agreement” and such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the Prospectus.;
Appears in 1 contract
Sources: Securities Purchase Agreement (Phoenix Biotech Acquisition Corp.)