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Acura Pharmaceuticals, Inc. Message Board

  • ikkydiphoenix1983 ikkydiphoenix1983 Mar 6, 2013 6:10 PM Flag

    Its a shelf registration

    They sold no share at all.

    They just filed the registration to be able to sell up to 75 millions $ of share, from time to time, at a no fixed conversion price.

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    • Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

      If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

      If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

      • 1 Reply to ikkydiphoenix1983
      • (1) In no event will the aggregate offering price of all securities issued from time to time by the Registrant under this registration statement exceed $75,000,000 or its equivalent in any other currency. The securities covered by this registration statement may be sold separately, together, or as units with other securities registered under this registration statement.
        (2) The proposed maximum aggregate price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(0) under the Securities Act.
        (3) Subject to note (1), this registration statement covers such an indeterminate amount of common stock as may be sold, from time to time, at indeterminate prices, by the Registrant.
        (4) Subject to note (1), this registration statement covers such an indeterminate amount of warrants, representing rights to purchase common stock and debt securities registered under this registration statement as may be sold from time to time at indeterminate prices by the registrant. Also covered is such an indeterminate amount of common stock (in each case, with accompanying purchase rights, if any) and debt securities (i) as may be issuable or deliverable upon exercise of warrants, and (ii) as may be required for delivery upon exercise of any warrants as a result of anti-dilution provisions.
        (5) Subject to note (1), this registration statement covers such an indeterminate amount of debt securities as may be sold from time to time at indeterminate prices by the registrant. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $75,000,000. Also covered is such an indeterminate amount of common stock (in each case, with accompanying purchase rights, if any) (i) as may be issuable or deliverable upon the exercise or conversion of debt securities, and (ii) as may be required for delivery upon exercise or conversion of debt securities as a result of anti-dilution provisions.

    • Can you explain exactly how does work? It means they don't necessarily have to offer the 75 mln right away, right?

    • so why filling Form S-3 then?

 
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