Regulation S-K; Items 504, 505 and 506 (Use of Proceeds, Offering Price and Diluation)

Overview

Regulation S-K (17 CFR 229.101— et seq.) specifies the non-financial disclosure requirements applicable to registration statements under the Securities Act of 1933; and registration statements, periodic reports, going-private transaction and tender offer statements, proxy and information statements, and any other documents required to be filed under Section 12 (Registration requirements for securities), Section 13 (Periodical and other reports), Section 14 (Proxies), and Section 15(d) (Supplementary and periodic information) of the Securities Exchange Act of 1934.

Item 504 of Regulation S-K requires a registrant to disclose the principal purposes for the net proceeds it receives from its offered securities, as well as the approximate amount of proceeds intended to be used for each purpose. Furthermore, Item 504 requires the registrant to disclose the principal reasons for the offering where it has no specific plan for the proceeds.

Item 505 requires a registrant to provide information related to its determination of the offering price of its common equity securities, warrants, rights, and convertible securities. Where there is no established public trading market for the purposes of Item 201 of Regulation S-K, Item 505 requires a registrant to describe the various factors considered in determining the offering price or exercise price for such common equity securities, warrants, rights, and convertible securities.

Item 506 requires a registrant to disclose information related to any material dilution of the equity interest of the purchasers of a registrant’s common equity securities. Such information includes: (i) the net tangible book value per share before and after the distribution related to dilution; (ii) the increase in such net tangible book value per share attributable to the cash paid by purchasers of the shares being offered; and (iii) the amount of the immediate dilution from the public offering price to be absorbed by the purchasers.

For comprehensive information on Regulation S-K and other disclosure requirements, see the Topic Page on Corporate Disclosure and Regulation S-K: Item by Item.

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